Spirits
by Spamberguesa
Summary: Prompt: "Wheatley (any form will do) succeeds in killing Chell somehow. Unfortunately for him, the Chell came back- as a ghost. And now he can't ever get rid of her." Alternately, "Wheatley is an idiot, Chell is dead and pissed, and GLaDOS is still a potato."
1. It Begins With a Death

This is a fill for a portal_kink prompt made three years ago:

_"Wheatley (any form will do) succeeds in killing Chell somehow. Unfortunately for him, the Chell came back- as a ghost. And now he can't_ ever_ get rid of her."_

I was originally going to make it a comedy, but I've developed a somewhat disturbing thing for torturing Wheatley (he deserves it, the little shit. I spent most of Portal 2 wanting to crush his little spherical shell.) He seems to get forgiven (and thus, faces little to no consequences) for his actions far too often for my tastes, so let's torment the little bastard. For the purposes of this fic, he's android!Wheatley, because it's easier to torture a humanoid than a ball.

* * *

><p>For all Wheatley's spirited attempts at killing the Lady, his success had still come as a shock.<p>

She'd dealt with the bombs and the neurotoxin as though they were nothing but a day's work, shooting her portals and leaping through them with all the grace of a dancer. He'd been too caught up in his own rage to realize it at the time, but she was beautiful, this small, fierce human who refused to give up, no matter what he (literally) threw at her. Her expression was grim and set, but her eyes were alight with determination, even now, even when she had to know that she didn't have a chance.

After all that, the Stalemate Button should not have brought her down: if she was going to die, it should have been in some far nobler fashion.

But it wasn't.

The force of the explosion made the entire chamber shudder, and he laughed when it threw her backward, laughed when she hit the wet floor with a terrible crack of breaking bone. The portal gun flew from her hand, clattering uselessly beneath his chassis, and he gave her a grin of dark triumph.

"Should've given up when you had the chance, luv," he said, advancing on her. His hair and clothes were damp from the sprinklers, but he'd never felt so warm, so powerful, so _alive. He_ had done this - him. Wheatley. The _moron_. Couldn't call him a moron now, could they? He'd won. "Shouldn't have gone against me in the first place. You were supposed to be my_ friend_." He rested his foot on her chest, but he didn't press down, not yet. He'd only get one victory over her, after all; he'd better make it count. "Guess I should've expected better from a brain-damaged primate."

She didn't say anything - of course she didn't. The brain damage, and all, which was a pity. Wheatley wanted to hear her acknowledge it, wanted her to admit aloud that she'd been beaten. Failing that, he at least wanted _fear_, but she wouldn't even give him that. In the end, she gave him nothing but pain.

Her body jerked beneath his boot, and for a moment he thought she was still struggling, too stupid to know when to fold. A shudder wracked her entire frame, and she gave one great, dragging cough that sent blood welling between her lips. He realized, belatedly, that he could smell it, a hot-copper stench that stung in his nasal synapses. It pooled beneath her when he applied light pressure to her chest, a deep crimson wave that faded to pink where it mixed with the puddles of water.

The sight of it froze him. He knew that humans..._leaked_...when they were injured, but he'd never seen anything like this. A jagged shard of metal had pierced her left side, wedged between her ribs, and the white of her shirt slowly wicked red around it. Stark horror overtook his triumph, turning it to ashes in his mouth.

His eyes flew back to hers, and he found her watching him. Their clear sharpness was dulled by pain, but they fixated on him before turning skyward. She was looking at the moon, he realized: it was the symbol of the freedom she'd fought so hard for, and which she would never have now. Before he could do or say a thing, the light in their clear grey depths faded, and she went still.

A truly terrible silence fell. The corrupted cores on his chassis stopped their conflicting shrieking; even the potato was quiet, her tiny yellow optic hellishly bright. It was like the Lady's death had pulled the plug on all of them.

Wheatley stared at her, suddenly unable to remember why he'd been so angry with her, why he'd wanted so very much to kill her. She was so small where she lay

_tiny, he'd called her, tiny and insignificant, but oh, she wasn't insignificant, she'd been magnificent and now she was dead_

and so, so unnaturally still. There was something, he thought dimly, different about a sleeping human than a dead one: the latter was infinitely more horrible.

Abruptly, he sank to his knees, ignoring the water on the floor. He reached out one hand, almost hesitant, and touched her face. She'd been warm, before - humans were, he knew, even if he didn't have much experience of them before - but she was already cooling, the chill of the skin beneath his fingertips enough to make him snatch his hand away.

She should have moved at that, should have shifted or even blinked, but her sightless eyes only stared, still fixed on the moon. Had she ever seen it before? He realized, far too late, that he didn't actually _know_ much about her. Could she even remember her life before Aperture, if she'd had one? Or had the desire to escape been instinct, a thought that facing the total unknown of the outside world would be better than staying trapped underground?

He didn't know, and now he never would.

When the potato spoke, Her voice jolted him like an electric shock. "We're going to blow up, you moron," She said flatly. "She was our only chance."

Wheatley's eyes flicked up from the Lady, lighting on the potato. Somehow, though She was nothing but a brown lump and a small yellow optic, she managed to exude more than just disapproval or derision: She practically radiated pure loathing. There was a type of rage in Her tinny voice that he'd never heard from Her. She'd been angry enough when they'd ripped Her from Her chassis, infuriated and in no small measure afraid, but_ this_...where was this coming from?

"I can fix it," he said, but he couldn't keep the bleakness out of his voice. "I can fix this. I just need the Any key."

"Did he seriously just say that?" It was one of the cores: the loud American one, Wheatley thought, but he certainly wasn't loud now: his voice was hushed, as though he were in a crypt. Which, Wheatley realized, he now was.

When the potato spoke again, something like disbelief had joined the loathing in her tone. "Every time I think you can't be even _more_ moronic...just push a key. A. Or 'Enter'. Or even the space bar. _Any. Key._"

It took a moment for comprehension to hit Wheatley, and with it came the burning shame he was so familiar with. Moron, moron,_ moron_, he thought, oh, they were right, they'd really done a bang-up job with him, hadn't they? He really was exactly what they'd wanted, the dumbest moron who ever lived.

He stood, slowly, and returned to the chassis, though he couldn't take his eyes off the Lady. Some wild

_stupid_

part of him kept expecting her to move, to sit up and mock him with the force of her silence._ Thought you had me there, Wheatley, didn't you? Thought you'd killed me?_

He wished she would. He wished she'd crawl to her feet and throw a bomb at him, that she'd open a portal beneath him and drop him down the same shaft he'd thrown her into.

But she stayed still. The pool of blood widened around her, lapping up against his shoes, and he recoiled before he knew what he was doing. He scrabbled at the keyboard, frantically smashing whatever buttons he could find, but he couldn't tear his gaze away from her. Funny, he'd never really noticed her breathing, not until she wasn't anymore.

The violent shuddering of the walls ceased with a suddenness that left him reeling. The alarms went quiet, and he felt, through his connection to the entire facility, a stillness not unlike the Lady's spread outward from his lair (his _lair_, how had he ever thought that sounded anything but stupid?)

"That might just be the only intelligent thing you ever did," the potato said, just as flatly as before, but the loathing was somehow even worse. It wasn't just that, though, was it? It was hatred, yes, but there was an undercurrent that he only recognized because he was so deep in the throes of it himself: grief. She was mourning the Lady - She, who had spent so long testing and taunting her. What right did She have to grieve?

When he said nothing, the potato continued, Her voice scathing. "She thought I was a monster, but really, I've got nothing on you. At least I never pretended to be Chell's friend."

Wheatley started at that, and stared. "Chell?" he asked, his voice so small it surprised him.

The potato somehow managed to bark an incredulous laugh. "You didn't even know her _name_," She said scathingly. "Were you too stupid to read it in her Relaxation Chamber file? Or did you just not bother?"

He stayed uncharacteristically silent, hot shame filling him. The truth was, he _hadn't_ bothered. He'd just found the one remaining, living human, and woken her up. He'd needed help, and he hadn't cared from whom. He'd never bothered to learn the names of the other six, either.

It hadn't been his intent to kill her, not until the chassis took hold. He'd had every intention of letting her go, sending that elevator up to the surface as he'd promised, once he'd ousted GLaDOS from her throne. Yes, he'd lied about his plan (if you could even call it that), but he'd never, ever meant to hurt her. Use her, yes, but he'd be helping her, too, so it was all good, right?

_No._

The thought came from some deep recess of his mind that he hadn't realized was there. It was, he suspected, some shred of human morality, programmed into him for God only knew what reason. _You weren't her friend_, it whispered to him, _but she was yours. She trusted you, and look where that got her?_

He was looking. He couldn't help it. It wasn't like he knew what else to do.

There was no question about putting Her back in Her chassis. She'd use every ounce of Her sadistic creativity to make what was left of his life even more hellish than it already was - if that was even possible. At the moment, he couldn't imagine how it could be. He was stupid, but even he wasn't_ that_ much of a moron. But if he didn't, what was he to do?

Now what?

"I don't suppose you have an actual _plan_," the potato said, scorn and sarcasm joining the horrible emotional cocktail in Her voice. Though it was impossible to tell, Wheatley had a feeling that She too was looking at the Lady. At Chell. "It's not like you have any more test subjects to torture, now do you?"

He flinched visibly at her word, 'torture', but that terrible whisper in his mind insisted that that was, in fact, what he'd done. He hadn't been in it for the science, not like She claimed to be; he'd just wanted the euphoria.

Rather than respond, he knelt by Chell again. Her congealing blood dampened the knees of his trousers, but he hardly noticed. Her blank eyes, now filmed over with some sort of pale cataract, seemed to accuse him, indelibly burning the memory of his betrayal into the immutable hard drive that powered him. There would be no deleting it, though he'd try until the day he deactivated. He tried to close them, hoping she'd just look like she was sleeping, as she'd done for so very long before he woke her, but it didn't work. They stayed open, fixed in an eternal, blind stare.

He had to do something with her. He certainly couldn't just _leave_ her: even he knew that humans decayed once they died, and the thought of watching it made him shudder. But somehow, incinerating her seemed no better: he couldn't just consign her to a nameless grave with all the defective creatures this hell had produced. There had to be some better option, if only he could _think_.

What he did next was literally done on auto-pilot. Despite the potato's vehement protests, he'd put Her into sleep mode - some instinct he couldn't explain kept him from simply incinerating it. The defective cores were pried from the chassis and returned to their bin, and they protested even more viciously, the American core hurling abuse the entire time.

Which left him alone with Chell.

Yet again he knelt beside her, brushing a stray lock of hair from her face. Even now, some desperate part of him prayed for her to move, to breathe, to do _anything_.

"Wake up, luv," he said, very gently sliding his fingers into her hair. Even he could hear the despair in his voice. "I didn't mean it, not really. Just wake up, and let me take it back."

She didn't, of course. When he tried to close her eyes again, it actually worked, but she still didn't look like she was sleeping.

Leaving the chassis was literally like ripping off a limb, and even now, the dark, addicted part of him protested against it, but he told himself he could return once he was done. He really _couldn't_ leave her there, but he also couldn't let anyone else take care of her.

When he lifted her, she was shockingly light in his arms, her form somehow seeming even smaller. Granted, he was monstrously tall, but still - he was certain, now, that she'd be little even by the standards of other humans. Had been.

A search of the database had revealed a cryonics wing, built for who knew what purpose. While part of him rebelled at the thought of shutting her away in the cold and dark, he couldn't just let her go, couldn't consign her to a grave even on the surface. Not yet.

The facility was eerily silent as he traversed the hallways. It had always been quiet, all the years since She was killed, but it hadn't been like_ this_. He was always aware of the other bots, the turrets and even the cubes, which were, as She had said, sentient, in their own way. Now it felt like even they had shut down - and, for all he knew, they had. It was something he needed to check, once he was...through.

When he reached the cryo-wing, he paused, looking down at her. There was no way he could put her in cold storage with blood all over her, but his knowledge of humans didn't extend to how to properly wash them. It wasn't like they had hard casings to scrub. He'd have to do the best he could, and hope it was enough.

The tap still worked when he ran a towel under it, soaking through with very cold water.. At first the water was foul and rusty, and he had to wait until it ran clear enough to actually touch her with.

Wheatley hadn't been programmed with enough humanity to feel uncomfortable or awkward as he washed Chell. He winced, but it was at the sight of her injuries, not at the amount of skin exposed. Not all of her wounds were fresh: some of the scars on her sides had to be years old. Burn-marks, likely from a run-in with the incinerator, and two bullet-wounds in her side that ought to have killed her. She'd survived everything GLaDOS had thrown at her, but he'd managed to kill her where the supercomputer had failed. He was not proud.

Clean, she looked a little less obviously dead. He dressed her in a hospital gown, wishing he had something else to put her in, and ran his fingers through her hair en lieu of a brush. Her skin was cold now, leeched of the warmth that had always been peculiar to the living.

He debated saying something, before he put her into one of the pods, but there was no point. She wouldn't hear any apology he might make, and even if she somehow could have, no forgiveness he might beg would be anywhere near enough.

The stasis pods were little more than tables with angled glass lids, and when he placed it over Chell, he was reminded of something he hadn't known he knew, until now: a fairytale. Two, to be exact, Sleeping Beauty and Snow White. For some reason, the thought made him shudder far more than anything else yet had, and when he turned on the coolant, he fled.


	2. Hauntings

Returning to the chassis was not the balm Wheatley had hoped it would be. The surge of its power through his artificial veins wasn't enough to distract him from his own grief and self-loathing, though God knew he tried.

It was too relentlessly quiet. There were other AI's 'living', in a sense - the turrets, the other cores - but they were dormant, in what felt like a self-imposed shutdown. He was lord of a kingdom filled with sleepers, with no subjects to fear or revere him.

Time had never had any real meaning to him, and it still didn't. He might have sat for days or weeks before he stirred, blinking as his consciousness returned to his immediate physical surroundings. He had to do _something_, or what was the point? She had, as She'd said, been in it for the science; perhaps he should try to be so, as well.

There were the two Co-Op droids, who spoke to one another as the ran through their tests, but never said a word to him. Though they occasionally killed one another, they shared a camaraderie that he'd only known once in his life, and that briefly. For whatever reason, their success didn't fill him with the euphoria he still craved even now.

Wheatley ran his hands through his hair, glancing around the room. The bots had cleaned it, but structurally, it was still a mess, the walls buckled and floor plates heaved uneven. The roof, too, still had a gaping hole - he hadn't been able to bear fixing it, and cut off the moonlight.

Perhaps now was a good time to do it. The bots had found thousands of test subjects who hadn't died

_due to your incompetence_

and he had a chance to prove, at least to himself, that he _wasn't _a moron, that he could do Science just as well as She could. At the very least, he could record the results, even if he didn't know what else to do with them. He realized that even She hadn't had anyone to give the data to, not after all the scientists were dead: She did it because it was Her function, because, no matter how terrifying or powerful She seemed, She was, in the end, as much at the mercy of Her programming as the rest of them. In that sense, Wheatley realized, they were all inferior to the humans, because they could never escape the dictates of their software. It was the sum of who and what they were, and none of them could really change.

He sent a message through the system, summoning the bots to him, but his eyes were fixed on the moon. It was only a sliver now, too new to cast any real light, and for some reason, the sight of it made him shudder.

He'd have the hole fixed tomorrow. It, along with all these new test subjects, would be the beginning of a new era: the start of his true reign of Aperture. Yes, his inauguration had been horrible, but it was time to move on.

* * *

><p>The first three subjects didn't even make it halfway through their tests.<p>

It wasn't surprising, but it _was _annoying. Wheatley had listened to recordings of Her announcements to them, and had emulated them accordingly, but it didn't seem to do any good. He had to comfort himself with the thought that test subjects always died in huge numbers. He had no more control over that than She had.

Still, watching them had resurrected the Itch. The shock of Chell's death had - not sated it, precisely, but dulled it, his grief driving it to the back of his consciousness. Now, however, it had returned in full force, and he only grew more impatient as each subject died before test completion. It was a restlessness that infused his skin, sparking along his artificial nerves, and his hands tightened on the chassis' wires before he realized what he was doing. Surely they couldn't _all _be this useless, could they?

The fourth one was, fortunately, his savior. The subject was a young man, much younger than the other three, who solved his first test with an ease that might have been insulting, had Wheatley bothered to think about it. Had he even been capable of thinking at all.

As soon as the cube touched the button, his body jerked in the chassis, back arching as blinding ecstasy wracked him to his fingertips. This, _this _was what it was all for, this delirious rapture the like of which he'd never imagined before. For the first time since he'd faced Chell and Her, he remembered why he'd taken over in the first place.

"Oh, man alive, that was - that was - good job, mate. Keep doing that." His body was still twitching, errant jags of electricity squirrel-caging through his nervous system. He could float on this euphoria forever - or until the Itch returned, at least. The smart thing to do would be to run more than one test at a time, to ensure this high never went away.

Eventually he opened his eyes, a sated smile on his lips. The human was busily solving the next test, in an economical, no-nonsense fashion that reminded him of a certain deceased Lady. He shoved the thought firmly to the back of his mind, and sent the bots to wake another subject. They'd been put in stasis at all ages, and if this one was any indication, the younger ones were the better bet. The solution euphoria wasn't going to last if they all died the first day.

It was things like this that made him feel powerful - sending his will out through the entire complex, truly aware of how vast his reach was. He wasn't tiny little Wheatley, wasn't Wheatley the moron: he was the Boss, the one in charge of everything. Having all of Aperture at his command was a heady thing.

He hadn't expected the test subject to finish the next one quite so soon. This time, the jolt of ecstasy was almost violent, seizing his entire body and making him shudder within his seat. _Ohhhh, _this was more like it. He swallowed convulsively, unable to hold back a moan. There was no way a human could ever feel like this.

When he opened his eyes, his vision had actually blurred. He blinked a few times, a dopey, sleepy grin on his face -

- and froze. If he'd had a heart, it might have stuttered in his chest; as it was, his sudden surge of primal terror almost fried some of his internal servers.

He was no longer alone in the room. Chell stood against the wall across from him, leaning against it, arms crossed. This was not the woman he'd bathed with all the tenderness he could muster: her white tank top was soaked a deep red, her throat and arms streaked with half-congealed blood. Her formerly olive skin was nearly as white as her shirt, ashy and bloodless, her facing holding all the animation of a statue.

Her eyes, though, were by far the worst. They were neither clouded nor dead; there was no pain in them, physical or mental. Instead, they _burned_, alight with some inner fire that seemed to scorch him where he sat. They bored into him like augers, straight into the back of his skull; if he'd had a soul, he would have sworn she was reading it.

Wheatley gaped. There was no other word for it; his mouth hung open as he stared at her, his visual processors unable to detect any trace of a hologram. A quick check on the cryo-wing showed him that Chell - the _real _Chell - was still in her pod, lying in the long sleep, so just what the hell was it he faced now? It wasn't a hologram, and it certainly wasn't a bot of any kind. It was just...an apparition. It held no substance; it didn't even displace the oxygen molecules around it, but it was indisputably there.

He swallowed again, and blinked, as though doing so would somehow make this thing vanish. It wasn't Chell, it _couldn't_ be Chell, yet it stared at him with eyes that were more unholy than anything he could have conceived of. He was an android; matters holy and unholy didn't figure in his world view. That was a _human _thing, something he shouldn't even be capable of imagining, but the scalding grey eyes that bent upon him made him wonder, for the first time, if the humans hadn't been right about ghost stories all along.

She was still there when he opened his eyes, still staring at him. All the guilt and horror he'd held at bay came crashing back like a runaway train, seizing him as completely as the testing euphoria had mere moments before.

Before he realized what he was doing, he'd lifted his right hand - halfway to ward her off, and halfway to beckon her closer. He was gripped by some mad, terrible urge to touch her, though he didn't know which would be worse: discovering she wasn't tangible, or discovering she _was_.

Chell's gaze hardened. The fire in her eyes turned to ice, and she shook her head, her non-expression melting into one of disgust. Was she testing him? If so, he had a feeling he'd just failed.

He tried to say her name, but his voice was nowhere to be found. Before he could try again, she vanished, as surely as if she'd never been there at all.

Wheatley sat still, stunned. His hand dropped, limp, at his side. What the hell had just happened? Had that even been real, or was there some glitch in his programming?

While he desperately hoped the latter was the case, he didn't even need to run a full diagnostic to know that it wasn't. He set a full scan of the entire facility in motion, searching for anything, no matter how minor, that could have called up a hallucination - for lack of a better term - like that.

Her name was still on his lips when the euphoria gripped him again, just as unexpectedly as the last time, and even stronger. At least no one was around to hear him when he cried it out, his horror now swamped by a giddy, delirious pleasure that he just now realized he couldn't resist even if he wanted to. He craved it, yes - was willing to do horrible things to get it - but he was a slave to it in more ways that one. And, even through the ecstasy, he wasn't entirely sure he liked that thought.

_Chell. Chell. Chellchellchell. _It ran through his processors in a strange sort of mantra, a babbling not unlike the defective Space Core. Oh God, was the apparition a symptom of corruption? Was he going to wind up like the others in the bin?

_No._ He didn't know where the thought had come from, or why it sounded so assured, but he believed it. And yet, somehow, the alternative seemed worse.

He ran through the video records, playing through all the footage of the room. Sure enough, there she was, solid as anything. She looked even smaller from this angle - how could so little a creature be so damned scary? She hadn't said or done anything - hell, she hadn't even moved - yet Wheatley was still gripped with what would have been soul-crushing terror, if he'd had a soul.

Ghosts were human souls, weren't they? He knew next to nothing about them, but fortunately Aperture had, like so much else, a vast stockpile of knowledge about them in its systems. _Why_, he had no idea, but knowing Cave Johnson, the lunatic had probably wanted to use them for science. Or something. Who knew. Not Wheatley, that was for sure.

To his disappointment, there didn't seem to be any general consensus on what a ghost even _was_. The theory about souls was there, but there were also whole servers devoted to poltergeists, Radiant Boys, and something called ectoplasm, which sounded so unpleasant he didn't even bother.

His terror calmed a little as he read, but only marginally. There did seem to be a consensus about one thing: if you were unfortunate enough to find yourself haunted by a malevolent ghost, you were, to put it bluntly, screwed. There was a thing called an exorcism, but even Aperture didn't have all the necessary ingredients for performing one. The best you could do, it said, was try to appease the spirit, and hope it departed on its own.

Wheatley hung his head, pinching the bridge of his nose. _That _was unlikely to happen. What on Earth could he do to appease Chell's restless ghost? _He'd _killed her. She had no reason to forgive him, and he couldn't think of a single one to offer, either.

The file did say that sometimes hauntings ended of their own accord - that the spirit, for whatever reason, grew tired and left. He probably wouldn't be that lucky, though: Chell was so stubborn she might well haunt Aperture for the next thousand years. She had nothing on whatever Other Side there was that might tempt her. Had she been religious? Humans sometimes were, and he wasn't as hazy on the concept as a human might have expected. GLaDOS - it was difficult, even now, to think Her name - had certainly been the deity of Aperture, able to give life and take it away; a nearly-omniscient being who could destroy with a thought.

Though Wheatley now held all that power himself, he felt nothing like a god right now: not even when the solution euphoria seized him again, sending him gasping for artificial breath. He doubted Chell believed in anything but herself - considering she possibly hadn't been able to trust anything in her remembered life, it would only make sense. If she didn't think there was anything worth crossing over to, convincing her to try would be all but impossible.

He rested his head against the back of his seat, physically sated but mentally tormented. There _had _to be a way to get rid of a ghost. The thought of spending eternity with Chell's angry spirit was not one he wanted to contemplate.

* * *

><p>Chell <em>was <em>angry.

It was, of course, a quiet anger. She'd been silent in life, and she remained so in death, though in theory she should be able to talk. Contrary to Wheatley's (stupid) conclusions, she wasn't brain-damaged: she could think just fine, but for whatever reason, she hadn't been able to speak. She had no physical limitations now, but silence was a habit.

All she had wanted was escape. That was it. She knew there was sky outside, that there was earth and fresh air; while she had no memory of these things, she knew that they existed, and that she wanted them. Her options had always been clear: escape or death. Now she was dead, and she _still _couldn't leave.

And she'd tried. At first she'd been completely willing to let Wheatley have his decaying facility, to let him fail at running it until it imploded and took him with it. But, for some ungodly reason, she couldn't pass through any of the exits. _Any _of them. She was as trapped here now as she'd been while alive. And yes, that made angry. Very, very angry.

Wheatley had made certain she'd never get what she wanted. She owed it to him, to make sure he didn't, either.


	3. Ghost in the Machine

In which Chell is not a happy bunny, and Wheatley begins to realize the full enormity of just how screwed he really is.

* * *

><p>To Wheatley's relief, two days passed with no sign of Chell-the-wraith. He'd checked, too, obsessively running through the footage of the entire complex, but there was no trace of her to be found. Maybe, just maybe, it had been a fluke - maybe she'd just come to glare at him in farewell. It was probably too much to hope for, but he hoped anyway.<p>

His first successful test subject was still going strong, giving him much-needed jolts of euphoria. No matter what _She_ had said, it didn't seem to be diminishing with time; if anything, it was getting stronger, to the point that having it was almost as unbearable as _not_ having it. He wasn't quite sure what he was supposed to do with the subject, if the man actually completed the testing process alive; so far as he could tell, Chell was the only one who'd ever managed that.

Really, he supposed he should set the man free, but...he was just so good at testing. Even the others who had survived the first few had all died eventually. This one kept going and going, and thus giving Wheatley the euphoria he craved.

_Don't_.

There it was again - that damnable voice, the one whose source he couldn't find, no matter how hard he tried. Though it was just one word, he knew what it meant: _don't keep him here. Don't do what She did with Chell._ It was wrong, he knew, but he didn't _want_ to know. He wanted his euphoria, the only thing that made this worth anything at all - but was he really willing to be so much like _Her_, to keep it?

It was an agonizing question. Even with the force of the chassis and its mainframe grinding on him like mortar on pestle, screaming at him to keep hold of the one thing he knew would provide him with what he needed, a small part of him rebelled at the idea of being any more like GLaDOS than he already was. He'd made mistakes, many of them, but did he need to repeat a few that weren't his?

_Yes._

That was a different voice, one he _did_ recognize - it was the voice of the chassis, the Mainframe. The Itch.

_What sort of world would you be releasing him into? Releasing any of them into? If it was this bad in here, surely it was ten times worse out there. You'd be doing him a favor, keeping him here. At least, while he's testing, he has a chance._

It was a horribly seductive thought. Wheatley could actually feel it, whispering through his mind like a lover's caress. _This is as it should be_, it told him. _What else are humans for? Send him to the surface and he will die, and his death will serve no one._

Wheatley twitched, shutting his eyes. That small part of him, the tiny bastion of _Wheatley_ that managed to resist the Mainframe's influence, knew how wrong that was, and it was screaming at him with all its might. But what chance did it have, against the insidious logic of the Mainframe?

"What happens when they die here, and come back as ghosts?" he said aloud.

_Don't be a moron. How many people have died here? Thousands. How many have come back as ghosts?_ One. _Even you can do the math there._

"I. Am. Not. A. _Moron!_" he snarled. His eyes snapped open, glaring around the chamber, as though he could somehow make visual contact with his own tangled thoughts. But of course, it was empty: as ever, his only company were the monitors that showed him all the active test chambers. The mainframe was literally all in his head; he couldn't excise that voice without ripping all the elements of it from his body.

He glanced at the monitors, feeling both helpless and enraged. He needed a dose of euphoria, and surely at least one of his pet subjects should be close to finishing.

One of them had fallen into an acid pit, dead before he could even scream. Another, a tall woman with a huge quantity of startlingly red hair, was eyeing a high platform, hefting the portal gun in her hand, but appearing too intent to move any time soon. He probably ought to be grateful for that - such a careful test subject wasn't likely to die of some stupid mistake - but it didn't do him any good right _now._

The third chamber...was empty. Wheatley blinked, checking through all the camera angles. There had been a person there - a very young man, little more than a boy, but he was most patently not there now. There wasn't any place to hide in the chambers, and this one had no acid to fall into. What the hell?

The screen flickered, the image distorting before blinking out entirely. A fraction of a second later, all the power in the entire facility stuttered, plunging everything into complete darkness.

Wheatley panicked. His own visual processors allowed him to at least keep registering the dimensions of the room around him, but he couldn't do anything else. _Anything._ The backup system, and _its_ backup system, had both been taken offline as well, something that shouldn't have been possible. Say what you might about Cave Johnson, he came prepared: the system had been designed to survive anything up through a direct nuclear strike, but it was dead now. He slapped at every key he could find, tried to shove his will out through electrical pathways that went nowhere, and failed. Utterly.

When the lights flickered, it was through nothing of his doing. They blinked on, but briefly, flashing in an uneven strobe that none of his processors could keep up with. An alarm he'd never heard - hell, he hadn't known they _had_ it - blared, a deep, strident wail that echoed through the entirety of Aperture like some kind of death knell. What had he done? He hadn't touched anything: this couldn't be his fault. It _couldn't._

He heaved a simulated sigh of relief when the power was restored, the lights steady and clear. Had this gone and killed all his test subjects? God, he hoped not. After that, he needed a good dose of euphoria, and if he had to wake a new batch, it would be hours before he'd get one.

The redhead was gone - the only sign she'd ever been in her chamber was her portal gun, abandoned on the floor. His pet was missing as well, though his gun, it seemed, had gone with him. The elevators were untouched, and even if they'd been disturbed, there was no way they could have reached the surface without any electricity to move them.

Wheatley was outright frantic by the time he'd finished his search. It was the same, no matter where he looked: empty chamber after empty chamber. Even the dead were gone. _Why_ had he been programmed to feel fear? He had no heart to pound, but a tight, almost agonizing ball of anxiety sat heavy in his chest, squeezing his internal circuitry like a fist.

No, wait - there was a chamber he'd overlooked. Its subject had been an older woman, and he'd largely ignored her, figuring she'd die early on. The woman, like all the others, was gone -

- but Chell wasn't.

She stood at the center of the room, staring straight into one of the cameras. Though he knew it was impossible, Wheatley was almost certain that she was looking right at him, that she could _see_ him. She was just as bloody as she'd been the last time - far more so than she'd been when she'd died, he thought wildly - and, somehow, her eyes burned even brighter, hot as mercury and hard as diamonds.

He tried to say her name, but no sound came out. He'd had no idea, none at all, that she could have such influence over the facility, but that had to have been her. Dear God, she'd shut down all of Aperture - briefly, but she'd done it nonetheless. He doubted _GLaDOS_ could have managed that, at least not in such a short amount of time.

He'd been afraid of Chell before, but now he was completely terrified. Nothing in any of the files had mentioned ghosts having the capability to influence the world of the living. Was Chell even really a ghost? The voice of the Mainframe had been right: of all the tens - maybe hundreds - of thousands of people who had died here, she was the only one who had lingered. Was she something else - something even _worse?_

Before, he'd thought he might simply be plagued with the sight of her, that she'd periodically pop by to remind him of his crimes. Now, though...she'd just proved that she could _kill_ him, if she chose. If she could take the entirety of Aperture offline, however briefly, she could easily fry all his processors. And she had no reason not to.

What had she done with his test subjects? If he knew her at all - and in one sense, at least, he thought he did - she'd found a way to get them to the surface. Not only could she kill him, she could deny him the one thing that made all of this worth it at all.

He stared at her, horror crawling up his spine in long, slow waves, insidious as a snake, and she stared right back. Of course, she didn't say anything, but she didn't need to: her glare spoke volumes.

The lights flickered off again, for just a fraction of a moment. When they returned, the testing chamber was empty. Chell had disappeared again, off to do whatever it was ghosts did when they weren't terrorizing the living.

Wheatley leaned back in his seat, alarmingly drained. He found himself seized by a violent, irrational, inexplicable need to see her body, to reassure himself in person that it was, in fact, still where he'd put it. If she could manipulate electricity so completely, the cameras in the cryo-wing might be lying to him.

It took every ounce of effort he had to rise, but he managed it. He had to make sure.

* * *

><p>Aperture was once again completely silent.<p>

The handful of living test subjects were outside now, safe. Well, safe from Wheatley, anyway; not knowing how much time had passed, Chell wasn't really sure what was actually going on out there. If she was in their position, she'd rather chance the outdoors, and it seemed they all agreed.

The first one had screamed blue murder when she appeared out of nowhere, and she winced - she'd left all the gore as it had been. Just how she willed it away, she didn't know, but her control over her own appearance seemed to be absolute.

The person she'd found, a tall, female redhead, had almost backpedaled her way straight into an acid pit. That was how Chell discovered she could actually touch the living - she grabbed the woman's wrist and yanked her away. If she'd been breathing, she would have gasped at the sensation, because that slight contact, however brief, positively burned. It wasn't a bad sensation, wasn't scalding or painful: it felt...good. She hadn't realized how cold she was, until she touched a living person.

What she did next was surprisingly difficult. In all her remembered life, she'd never actually spoken - she was pretty sure she _could_, at one time at least, but she'd never been able to actually summon words. Now, though, she had to, because this poor woman wasn't going to do anything but run unless she could explain herself.

"Fffollow," she managed, releasing the woman's arm. Her voice sounded extremely strange in her own ghostly ears: hoarse, and surprisingly deep for a woman. "Free." She couldn't manage anything more than that, not yet.

The woman stared at her, face white and bloodless, blue eyes round as coins. "Who _are_ you?" she whispered. "_What_ are you?"

It was a damn good question. Honestly, Chell herself wasn't sure. 'Ghost' seemed the best word, but it wasn't something she could bring herself to say aloud. "Friend," she said instead. "Safe."

She raised her left hand, concentrating. She didn't know if it was irony, or simply Fate's cruel joke, but she felt far more powerful dead than she ever had alive. The electricity, the energy of Aperture flowed through her like the blood she no longer had, and grabbing it - twisting it - filled her with a euphoria not unlike the one Wheatley was so addicted to. When she touched it, she wasn't cold: it took possession of her, and she of it. Wheatley might think himself God of Aperture, but its life, for whatever reason, responded to _her_.

Her fingers closed and flexed, and all the lights blinked out. The woman screamed again, but Chell held up her other hand. In it was a ball of dim, anemic blue glow, just enough to allow them to see one another.

"Follow," she said again. "He...can't..." dammit, why was this so hard? "...see you...now."

The woman blinked, but the terror in her eyes lessened, replaced with comprehension. "Can you get us out?" she whispered.

"You. Others. _Follow_," Chell stressed. Somehow, dead though she was, speaking drained her. She devoutly hoped she wasn't going to have to go through this with every single person they found.

Wheatley's testing chambers were, fortunately, all near one another. Now that she had one of the living with her, she let the woman do the talking, content to lapse back into muteness. It helped that, to the others, that without the blood she looked more or less like a living woman herself. The blue glow she couldn't explain, and she didn't bother trying. It was useful, so nobody questioned it. They probably thought it was just some other piece of bizarre technology.

There was quite a lot of tripping and swearing as they made their way to the upper levels. For whatever reason, she couldn't make her light any brighter, and they packed together like sardines behind her, drawn like moths to a flame. She probably would have, too, if she were alive: it would be all too easy to break a leg in this darkness.

At first, they tried to question her, but gave up when she did nothing but shake her head. Something that might have been her heart ached; while she could give them all both life and freedom, she would have neither. Ever.

The door, when they reached it, was bolted shut with an electronic lock, but it was the work of a moment to slap the power back on just long enough to unlock it. Wheatley could deal with the dark a little longer.

It was daylight outside - a beautiful, sunny day, the sky a cloudless, flawless blue. Chell stared at it, fascinated, as the others took a few tentative steps through the door. She'd known what the sky looked like, though she had no actual memories of it, but her vague knowledge was nothing compared to reality. A field of rippling yellow grass - wheat? - stood all around, the faint breeze stirring through it like a finger. It was the most beautiful thing she'd ever seen.

But it was also wrong. The sunlight gave her no warmth; the breeze didn't touch her. This was a world for the living, and for the first time, true grief at her own death struck her. She'd been angry, yes, and betrayed, but she had not, until now, actually mourned.

Again there was that odd pain in her chest, and she wondered at it. She was dead; nothing should be able to hurt her now. Was grief really so strong a thing, that it could pain even the dead? She didn't know. There was so much she didn't know, and, correspondingly, so much she would never learn.

She shook her head, when they tried to beckon her to follow, and slammed the door with all the force she could muster. She couldn't bear to watch them, the living and their freedom, couldn't bear any more reminders of what she would never have. There was work to be done: she had to focus on it.

Though she had control over Aperture's systems, she couldn't bring the rest of the living out of stasis. There were protocols to be followed, and she didn't yet know them: unlike Wheatley, she couldn't just search the databases at will. Somehow, fittingly, she could destroy, but she couldn't create. She could kill, but giving life was beyond her.

Her boots still made no sound as she made her way back down into the lower levels of Aperture, a thing that obscurely bothered her. It might have distracted her from the ache in her chest, from the howl of grief building in her throat. Her vision smarted, burned, blurred - she touched her face, and was startled when her fingers came away wet with tears.

How could the dead cry? Chell had never cried even when she was _alive_ - hadn't known she was capable of it. Maybe she hadn't been, until now. Perhaps death had unlocked more than just her voice, she thought, but she wasn't sure it was a blessing.

_Betrayed_, she thought, trying to summon the anger that had sustained her since her death. _Betrayed, used, murdered._ Wheatley, in the end, had been no better than GLaDOS - worse, in fact, since the homicidal AI had never tried to befriend her. Lied to her, yes, multiple times, but she'd never been kind, had never made Chell smile. Wheatley had done both, and it had made her make the grievous mistake of trusting him.

Truth be told, Chell wasn't entirely sure what a friend really was, possessing no memory of ever having had one before. But what she'd had with Wheatley, she'd thought, had surely been what the word meant. Someone who wanted to help you. Someone who trusted you, who cared enough to make you smile. It had made his betrayal hurt all the more, because she now wondered if he'd been using her all along, if his entire plan hadn't been escape, but conquer.

She was tired of being used.

She'd figure out how to wake the rest of the sleepers, and how to reboot GLaDOS, and maybe, _maybe_, once all her scores were settled, she'd be able to find some peace.

* * *

><p>Chell's body was, in fact, exactly where Wheatley had left it. After the blood-streaked fury of her ghost, her corpse looked almost peaceful, at rest where her spirit was not.<p>

He laid his right hand on the glass, his fingers instantly chilling. It was fogged, rendered slightly opaque by ice crystals, and he thought again of fairytales, of Snow White and Sleeping Beauty. There would be no waking of Chell; no force of will or emotion would draw her back from the long sleep.

"I'm sorry," he said, his voice hoarse. For the first time, he wished his creators had fitted him with tear ducts; he was pretty sure humans cried as a means of catharsis, and he could use some now. "You have no idea how sorry I am. I know it doesn't change a thing, but I'd give anything to take it back.

"I didn't mean for any of this to happen. I wanted to get you out, to set you free. I lied to you, but I never meant to hurt you. You were strong and wonderful and magnificent and you _liked_ me, you _trusted_ me - I don't think that's ever happened before, either of them. I don't think I ever made anyone smile before. _Laugh_, sure - oh, they all laughed at silly, stupid Wheatley, all the time, but you didn't laugh at me, you laughed _with_ me - well, in your way, I know you couldn't laugh out loud, really.

"I wish I hadn't called you brain-damaged. You're smart - smarter than anyone else I know, even than...than _Her_, and you were kind, and you deserved so much better than what this place - than what I - did to you."

God, he wished he could cry. Failing that, he wished he could go into his hard drive and rip out whatever program it was that allowed him to feel grief. He was an android - they weren't meant to mourn. And yet, the thought of doing so filled him with a different kind of pain: he _should_ grieve for Chell, should feel every ounce of the guilt that now gripped him like a steel claw. In a strange way, he owed it to her.

"I know you let out all my test subjects," he went on. "You did what I was too weak to do. I knew, see, that I ought to just let them go - that at the very least, I should let the one go, you know, the one who'd completed almost everything, almost as well as you - but I'm not _Her_, I can't just fight the Mainframe. It's like the worst virus in the world, and I can feel it, even now, right here in my head, even though I'm not directly connected to it. It's part of me, and I'm not sure even She could get it out without destroying me."

He rested his forehead against the glass, swallowing hard. "I'm so sorry, Chell. I'm so, _so_ sorry."

* * *

><p>Quite unbeknownst to Wheatley, he was not alone. Lacking anything better to do, Chell had followed him, using his strange behavior to distract herself from her own bleak thoughts. She hadn't known just what could be compelling enough to pry him away from the chassis, and she was very, very startled by what she found.<p>

She hadn't expected him to _apologize_, of all things. Oh, she'd wanted to hammer home just what he'd done, wanted to slap him with any guilt he might be capable of feeling, but she hadn't thought it would actually _work_. He was hurting, almost as much as she was.

The realization hit her with a furious, unexpected stab of blinding rage. What use was his grief to her? What use was it to anyone? Oh, he was wracked with guilt and regret, but he was _alive_, in whatever sense AI's actually lived. His contrition was pointless, because he had everything now, and she had nothing.

The scream that had been building in her throat was finally given vent to, so loud and so piercing that it startled even her. The cryo-wing's windows, so long dust-filmed, shattered with a crash that echoed through the empty hallways, shards of glass glittering in the air like deadly hail. Chell was trembling with wrath, wanting to hurt him but not knowing just how. Tears, far too cold, were on her cheeks again, her vision blurring once more as sorrow and rage twisted together in an unbearable emotional cocktail.

Wheatley flinched, and actually threw himself under the table, but Chell could take no satisfaction in his fear. Perhaps, she thought, she would never find real satisfaction in anything, ever again.

She wished she could speak - that she could actually summon proper words, not just a scream - but words were nowhere to be found. All she could do was glare at Wheatley, infuriated and wounded. How dare he? _How dare he_ try to offer his regret - and to her corpse, no less?

Chell shook her head, the ice of her tears still burning on her cheeks, and vanished.

* * *

><p>Wheatley really needed to stop assuming his terror couldn't escalate. It really was a good thing he <em>didn't<em> have a heart, because Chell's surprise visit might have made it fail.

He didn't know why he was so shocked she could smash the windows. She'd gained, however briefly, control over the goddamn entirety of Aperture; breaking windows was nothing compared to that. But Aperture was digital, something that could be manipulated purely by energy, whereas this...well. Perhaps she was a poltergeist, not just a ghost.

His hands were trembling when he crawled out from under the table. Bizarrely, his first instinct was to check on the cryo-pod, to make sure her body hadn't been disturbed by her soul's fury. It hadn't; her physical form remained still and almost peaceful.

He sat heavily in one of the chairs, head in his hands. His visual processors didn't lie: there had been tears on the spirit's face, raw anguish laced with the rage in her scorching eyes. It had been better - in a sense - when she'd just been angry, when he'd assumed she'd only lingered to torment him. That look, fleeting though it was, made him think that she hadn't stayed because she wanted to: even in death, she was trapped in the warren of Aperture.

His fingers clawed through his hair, tugging, sending a vague approximation of pain through his electronic nerves. Why hadn't she killed him? She'd made it quite obvious that she could, if she wanted to, but here he was, still very much alive. Was she biding her time? He didn't know, and he doubted she'd tell him, even if she could.

He couldn't stay here - not now, not after that. The chassis called to him, luring him with its silent, siren song, drawing him back to it with a force that was almost palpable. The Itch was rising again, and this time he didn't know what he was going to do about it. Chell would release any more humans he woke - if she didn't wake them all herself - but he had to do _something_. It wasn't quite unbearable yet, but it would be. He knew that all too well.

Wheatley was so lost in thought that he at first didn't register the change. The facility had been silent throughout most of his trek back to the chassis room, but now there was a faint, haunting rhythm floating through the air, almost too faint for his auditory processors to hear. His steps faltered, and he went still, listening.

He'd never heard anything like it. It was music, he could tell that much: music without words, notes that rose and fell in a rhythm at once haunting and comforting. Though he couldn't recognize the tune, it was, he was certain, a lullaby. He stayed still, listening, utterly baffled, until comprehension (eventually) hit.

The turrets were singing.

He'd known before now that they could - for some damn reason, the programmers had decided that was a good idea - but he'd never actually heard them. What was going on now?

Curiosity made him race back to the chassis, suppressing a shudder of relief when the cables re-connected with the ports on his neck. He interfaced with the cameras as quickly as he could, searching for the turret choir.

It was located, perhaps fittingly, in the assembly room. The conveyors weren't working: it wasn't producing any turrets now, good or faulty, but it was still, somehow, filled with the things. How had they got there? They couldn't move on their own, after all.

He scanned the room, even more confused, until he saw her. Chell. She was the one they were singing to.

She sat in the middle of the floor, cross-legged, like a little girl at school. There was a turret on her lap: she'd wrapped her arms around it, and rested her chin on top of its oval body. He was relieved to see there were no more tears on her face, at least, though she didn't look any less sorrowful. How strange - she was a solid being, obviously, yet rather than shoot at her, they sang to her.

_This place is hers, not mine,_ he thought. Oh, he might be the Mainframe, he might technically control it, but it _liked_ Chell. He wondered, morbidly but probably not without merit, if it was trying to comfort her for being stuck here.

Unable to help himself, Wheatley reached out and touched the monitor, his fingers brushing over the image of Chell's face. He watched her grip tighten on the turret - she was hugging it like it was a child, but it sang to her as if _she_ were one. He knew just enough about the theory of human psychology to know that an actual psychologist would probably declare all of Aperture hopelessly insane, but for them, for now, it worked.

_Brilliant for them, but what are you going to do for_ you?

It was the Itch, the Mainframe, chipping away at even this attempt at a quiet moment. The hand on the monitor was unsteady, trembling not now from fear, but from withdrawal. He needed to find a way around the Itch - _She_ had, after all - and he needed to do it soon. Just because Chell hadn't yet set all the subjects free, didn't mean she wouldn't, and he honestly had no idea how he could stop her if she did. Oh, he could kill the test subjects, but it would be completely pointless, since they were only of any use to him while they were alive.

There was nothing for it. He had to wake more, while she was distracted, and get at least one good shot of euphoria. Maybe then he could think of a way around it.

But he wasn't counting on it.


	4. Kings and Gods

The Oracle Turret's first words to Chell are from two Lordi songs, "Blood Red Sandman" and "Last Kiss Goodbye", respectively.

* * *

><p>Four days passed without incident.<p>

Chell realized, far too late, that Wheatley had woken more test subjects. She only found out when two of them died, almost within five minutes of one another. Part of her was enraged, but the rest of her was...tired.

She missed sleep. Ghosts, obviously, wouldn't need any, but she _couldn't_ sleep, no matter how much she tried. The longer she stayed dead, the more she discovered there was to learn about being a ghost.

Wheatley didn't seem at all surprised when she once again released the survivors, but what was really weird was that he didn't seem that put out by it, either. Of course, he had to have known she'd do it; even he wasn't _that_ dense. Doubtless he'd only done it to sate that thing he called the Itch, even for a little while.

She was rather irked to find that part of her felt sorry for him. He almost certainly had no idea how often she watched him since the second test subject incident, because she was rarely visible when she did so: she only let him see her when she was in an especially bad mood. Most of the time, he seemed miserable enough without being aware of her presence.

Chell was with him now, watching unseen from a corner in his control room. He sat in the chassis, head in his hands - a posture he seemed to adopt more and more often as time went on. It was dark, save for the light of the monitors, all of which currently looked into empty chambers, and their pallid glow made his face seem even paler. She knew it wasn't actual ill health - he was an android, and thus immune to any human ailments - but he certainly _looked_ sick.

GLaDOS wound have pounced on that with unholy glee, used it to wring every ounce of torment out of him that she could, but Chell was not GLaDOS. For all the AI had called her a terrible person, she wasn't a sadist by nature - no matter how angry she was, she couldn't take it out on him when he was so obviously drowning in misery already.

"Moron," he muttered to himself, and even his _voice_ sounded sick, far rougher and hoarser than she'd ever heard it. No, she couldn't show herself, couldn't torment him any further. Once, she'd hoped she could drive him to suicide; now she was afraid he'd do it without any influence from her.

While she might not have forgiven him - she may never manage _that_ - she did pity him. It wasn't enough to make her offer him any comfort - although, bizarrely, some tiny part of her wanted to - but she would give him privacy. She knew that he'd never want her to see him like that.

Even now, she hadn't explored all of Aperture. She didn't want to see it all too soon, since for all she knew, she really was going to be stuck here forever. Instead she spent much of her time with the turrets, who were surprisingly good company now that they weren't trying to kill her. While their speech was limited, their capacity for song seemed endless, as did their willingness to sing. Their music soothed her restlessness, and she suspected it also soothed Wheatley's. That shouldn't be a good thing, but no matter how much she tried, she found she couldn't grudge him what small solace he could find - at least, solace that didn't involve killing people. _That_ she would never forgive - or allow, if it was in her power to stop it - not even until the end of time.

It was cold in the turret assembly room, but then, Chell was always cold. When she'd been alive, she'd taken little notice of the ambient temperature - whether it was the adrenal vapor, or just something in her own constitution, she wasn't sure - but now that she was dead, she'd almost forgotten what warmth felt like. It seemed ages since her last contact with a human, the red-haired woman she'd scared half to death. She'd been very tempted to grab hold of more of the living on the second escape, but some instinct warned her against it. While she might crave their heat, she was an unnatural thing, and touching her probably wasn't good for them.

_"Hello?"_

_"Hello?"_

_"Where are you?"_

It was a little strange, how rapidly she'd ceased to fear the turrets' voices. When she'd been alive, those childlike tones had filled her with dread, but it took less than a day as a spirit for her to find them soothing. Being dead wasn't _completely_ horrible.

She gave a couple of them a pat as she went by. They were arranged in a rough circle, and she liked to sit at its center, listening to them hum. In a large enough group, they actually gave off a little warmth, and though it wasn't nearly enough, she'd take what she could get.

Her favorite stood beside her usual spot on the floor: the turret she and Wheatley had rescued from the Redemption Line, the one who called herself 'different'. Chell had taken to calling her the Oracle, since her bizarre ramblings had all later made sense. If only she'd given some warning about Wheatley.

Chell sat, and placed Oracle in her lap. Turrets were the perfect height to rest her chin on, and the faint vibration of their internal mechanisms took place of the heartbeat she no longer had. Her next task was going to be long, complicated, and possibly pointless, and she needed a little time to rest before she attempted it. Oracle, for all her occasionally odd ramblings, was a calming sort of creature.

"_Bring flames and cold_," the turret said abruptly. "_I want to show how much I care, Sleeping Beauty._"

Chell blinked. As ever, the little-girl voice was so very at odds with Oracle's actual words, but those were strange even by the turret's usual standards. Bring flames and cold? Could she do either? She could make _light_, yes, but it was neither hot nor cold, and it certainly wasn't a flame. Was she meant to burn down Aperture? Surely not. While there had to be some reason her spirit was trapped here, she really doubted she was supposed to do something so simple.

And 'Sleeping Beauty'...the words tickled something at the back of her mind, but nothing came forward. They meant something, Chell was sure, but she had no idea what.

It would be so much easier if she could _use_ the mainframe, not just _manipulate_ it. Playing with electricity was easy, but nobody had ever taught her how to use Aperture's vast databases. It was part of why she couldn't just wake up the rest of the dormant humans and pull a mass escape. It couldn't be _that_ hard - Wheatley did it, after all, and no matter how dangerous he was, he was still hardly the sharpest knife in the drawer - but she had no one to teach her. She'd be going in completely blind.

The daunting task she'd been putting off was finding a way to revive everyone at once. She'd been foolish enough to think she'd have time, that Wheatley wouldn't dare wake - and kill - more test subjects after what she'd done with the first, but it seemed she'd underestimated the Itch. Just how addictive was it? So far as she knew, she'd never been addicted to anything, so she had no comparable experience to judge by.

"_Caroline is dreaming._"

Chell blinked again, giving the top of the turret's casing a dubious look. She thought she understood that one, at least - Caroline was GLaDOS, or GLaDOS was Caroline. Something like that. If she was dreaming, then maybe Wheatley hadn't actually deactivated her after all. She wasn't quite sure how one could put a potato in sleep mode, but maybe that was what he'd done. Oh, she hoped so. It would make her...life...so much easier.

"_Your tears are real._"

There just had to be another one that made no sense. Of course they were - they were as real as the rest of her, no matter how unnatural she might be. It didn't pay to ignore any of Oracle's words, though, even if what she said seemed offhand or blatantly obvious.

"You..._are_...different," Chell said. To her immense frustration, summoning actual speech still proved difficult, a thing that was not going to help her at all. She had to be able to talk to the humans, once she woke them, or they'd get nowhere.

"_I know,_" Oracle said placidly. "_So are you._"

Wasn't _that_ the truth. How was it, Chell wondered, that out of all the people who had died at Aperture - in the testing, in GLaDOS' neurotoxin attack - she could be the _only_ one who'd stayed trapped here after death? What made her spirit different?

_It was probably something you stepped in, down in Old Aperture_, she thought, a little sourly. She certainly didn't know what else it could be.

For some reason, the thought hit her with a fresh wave of grief. Tears - apparently very real - smarted in her eyes, and she wiped at them angrily with the back of her hand. She was dead. It was about time she got used to the idea.

"_Don't go yet_," Oracle said, her little voice gentle. "_It's not time_."

Chell probably could have argued that, but she didn't. Time held no meaning in Aperture; she hadn't even become aware of the number of days passed until she'd died; now, though she had no idea why, she always knew when it was day or night in the world above. "Sing...Oracle," she said. "Please."

The turret hummed, her side panels sliding open. She was quiet a moment, her tiny internal motors whirring, evidently thinking.

The turrets had yet to sing Chell the same song more than once. Oracle was often the leader of their not-so-little choir, though there was a huge, fat one that was more than willing to take point as well. Where they learned their songs, or if they invented them, Chell wasn't sure, but it didn't matter. Either way, they were beautiful. Painful, but beautiful.

This one was...well, _haunting_, a melancholy, sorrowful dirge that fit her mood quite well. She rested her hands on Oracle's casing, letting the tiny vibrations roll through her fingertips. If she had to be dead, at least she had friends, of a sort, and these had been courteous enough to get the attempted murder out of the way _before_ befriending her. Unlike a certain someone she should not be feeling sorry for. His misery, Chell was sure, would pass: the Mainframe would take hold of him again, and turn him into a monster once more. She could pity the moron; she could never pity the monster.

As though he'd heard her thoughts, the panels of the walls and floor shuddered, metal shrieking in horrible, discordant counterpoint to the turrets' music.

"_STOP. THAT. BLOODY. NOISE._"

Chell winced. Yes, there it was. _Wheatley_ would have liked the singing, or so she thought, but the monster? Obviously not.

The turrets stubbornly kept on: if anything, their singing grew louder, and she suppressed a smile. They had feared GLaDOS - likely every AI in Aperture had - but they held no awe or reverence for Wheatley, which was probably driving him mad. He was so obsessed with being the Boss with a capital B, so insecure that simply being in charge wasn't good enough for him. He wanted to rule with an iron fist, but wouldn't have known how even if he hadn't had Chell to deal with.

"I. Said. _STOP_," he thundered, and the entire room slipped sideways. It knocked several of the turrets off their legs, sending the poor things rolling like bowling pins. Their little cries were downright pitiful.

Chell's eyes narrowed. Wheatley could puff and bluster all he liked, could think himself all-powerful and controlling, but his tantrums could not be allowed. Her grip tightened on Oracle as she reached out into the system, feeling her way with a delicacy she knew Wheatley wouldn't be capable of.

She wondered - oh, she wondered - just how it was she could do this. It wasn't that her consciousness dove into the wiring, precisely, though she was betting that was what Wheatley and GLaDOS did. The electricity, the energy - perhaps you could call it the soul - of Aperture flowed around and through her, and though it didn't make her feel alive, it was a close enough approximation. The feeling of so much raw power was intoxicating, which was why she never lingered: she was afraid of getting as addicted to it as Wheatley was.

It sang in her veins as she took gentle hold, twisting it, directing rather than pulling. The system obeyed Wheatley because it _had_ to, but Chell could override his authority because it _wanted_ to obey her. If Aperture didn't have an actual soul, it had something that was near enough as to make no difference, and it responded to her as it would not - or could not - do for any of the living, AI or otherwise.

_Calm_, she told it, breaking circuits, re-routing electrical pathways away from Wheatley's control. _Be still. You don't have to listen to him._

The tremors ceased, silence falling with an abruptness that was almost deafening. The turrets gave her their thanks, those childish voices filled with a gratitude that would have warmed her heart, if she'd had one. They'd had bosses, but GLaDOS had never cared about their welfare, and Wheatley certainly didn't. No wonder Aperture liked her better: she wasn't using it for her own ends.

Chell stood, carefully setting Oracle on the floor. She righted the fallen turrets with a gentleness she'd never had in life, again giving a few a pat on top of their casings. What pity she'd felt was drowned out with rage, fury at this childish moron who thought no more of Aperture's creations than GLaDOS had.

She needed to visit Wheatley, needed to impress on him the fact that his tantrums would not be allowed. The problem, of course, was the fact that she could still barely talk. Voices had power; words were far more effective when spoken aloud.

She glanced down at the turrets, thoughtful. An idea, vicious but effective, crept into her brain.

Wheatley had already had the fear of Chell put in him. Perhaps it was time to put it into the Mainframe as well.

* * *

><p>Wheatley was fuming. How did she do that? <em>How?<em> He threw all the power of the Mainframe at her resistance, but Aperture would not answer him. No matter how much he screamed and raged and threatened, he received no response of any kind.

The Mainframe had him fully in its clutches now, feeding his fury, leaving all trace of his guilt and unhappiness behind. In a way, he welcomed it; it was better to be enraged than miserable, better to float on a sea of wrath than realize this whole thing had been one colossal mistake he could never undo. At least when he was angry, he didn't feel like a failure.

"Stop this! Stop this _right now!_" he snarled, his voice distorted almost beyond recognition. "I _beat_ you! You're _dead_, do you hear me? You're dead and I won. I _won_, you sad little excuse for a ghost, so why are you still trying? Can't beat me, luv. Aperture's mine, and you're just a - a _virus_. A _thing_. Pointless, useless, _worthless, UNWANTED_ -"

Something small and frigid closed around the port at the back of his neck. It was so icy, so alien, so _wrong_ that it shut him up immediately. He'd never felt anything like it: it was a touch neither human nor machine, but the shape of it felt like...

...fingers.

Wheatley jerked in his seat, trying to turn and pull away at the same time, but the chassis wouldn't allow it. He might not be truly paralyzed, but it was, and it trapped him as effectively as any shackles. The Mainframe raged on, screaming inside his head, but when those death-cold fingers _squeezed_, even it shut up.

The huge screens flickered, static overtaking them one by one. When the snow cleared, the cameras showed not the empty test chambers, but corridors and catwalks all over the facility.

They were crowded with turrets. The things could not, Wheatley knew, move on their own: Chell, it seemed, had been busy. Their little red lasers bobbed to and fro, searching for who knew what. Him, maybe.

The speakers crackled, hissing and spitting like eggs on a griddle. "_Aperture is not yours_."

In spite of himself, he twitched again. The voice was not Chell's - the words came in the high, sweet tones of the turrets. _All_ of them. It was a dreadfully creepy co-mingling of sound, the voice of Legion rendered digital. It echoed all the way through Wheatley's chest, leaving a heavy ball of dread in its wake.

"_You didn't win, Wheatley. Every second you live is because I_ allow _it. You have your throne and your lair because I choose to permit it._"

The small, arctic fingers closed harder around the port, giving it a tug just hard enough to jerk his head backward.

"_I realize you're too weak to fight the Mainframe. Poor little_ selfish _Wheatley can't handle his new toy. I have some advice."_

The pressure behind his neck abruptly vanished, but it was only because Chell materialized in front of him. By now he was almost used to the sight of her blood, but her eyes - even the Mainframe was temporarily silenced. Wheatley had thought her gaze burned before, when it was filled only with anger and betrayal, but now? Now there was sheer hatred in it. The betrayal was there, yes, and no small amount of pain, but the contempt, the loathing in her eyes was palpable.

"_Learn. Or I'll tear you and the entire Mainframe apart._"

Wheatley reared back, as though she'd slapped him. He wouldn't have thought it possible for a turret-voice to sound angry, but this chorus, this legion, rang with fury. The arrogance of the Mainframe was trying to push at him, to buoy him, but it failed under that laser stare.

"If you hate me so much, why haven't you killed me yet?" he asked. Part of him wanted to flee, and part of him wanted to choke her, but all of him was genuinely curious.

Chell tilted her head to one side, and now her glare could have blistered paint. "_Because I'm not you. _I'm _not a murderer. Besides,_" she added, with a cold, utterly humorless smile, _"killing you would be a mercy. You have a facility you can't control, test subjects you can't use, and an Itch you can't scratch. Aperture is_ mine, _and oh, don't you just hate that? Don't you hate that you're still_ insignificant?"

Searing rage flooded his artificial nervous system, so sudden and shockingly intense that he reached out to strike her before he was even aware of what he was doing. His hand passed right through her; the only indication that he'd touched anything was an immediate, biting chill that spread through his hand and up his arm like lightning. It was so cold that it _burned_, a pain so intense that he half expected to find his synthetic skin scorched and melted.

Wheatley recoiled. He'd thought the touch of her fingers had felt wrong and alien, but it had nothing on this: it filled him with such a deep, formless horror that he was tempted to tear his own arm off. His skin was actually _crawling_, deep shivers of revulsion creeping from his scalp to his toes.

He stared at his hand. It was completely unmarred, no sign of burn or any other injury anywhere. There was no discernible cause for the lancing pain that still jagged through him.

His appalled eyes flicked to Chell. She was staring at him with an expression that was three parts contempt, two parts disappointment, and four parts sorrow. "_I don't know why I keep hoping,_" she said, and the turret-chorus now sounded impossibly sad.

"Hoping for what?" he whispered, barely able to form words.

"_That there's something in you worth saving. That I wasn't wrong about you._"

She vanished before he could reply, taking the images of the turrets with her. The screens went dark, leaving the room illuminated by nothing but the faint glow of the chassis itself. Wheatley was alone, and he was very, very afraid.

She was right. With her here, he _was_ insignificant - and it was his fault she was here. If he hadn't killed her, if he'd just let her go like he'd intended, he'd be king of Aperture, with nothing and no one to contest his rule. Technically he _was_ king, but Chell...Chell might as well be god. A wrathful, heartbroken god, trapped in hell - except that, for her, hell was trying to change.

_That I wasn't wrong about you._

Wheatley let his head fall back against the chassis with a _thunk_. Why, out of everything she'd said, was it that which stuck with him? She'd insulted him, had reminded she could _murder_ him in the space of a moment, but her last words were what actually hurt. Mostly because she hadn't been wrong.

Wheatley knew, deep down, that he'd been the selfish one, that every insult he'd hurled at Chell probably should have been directed at himself. If only she didn't keep _rubbing_ it in his _face_ with her _very existence_...

He shook himself. That was the Mainframe, not him. It had to be.

His hand flexed, almost involuntarily. Even now, it hurt, and he wondered if it would ever stop. The pain wasn't as intense, but it shouldn't be there at all: he hadn't actually touched anything. It had passed right through

_Chell's face her face you _hit her _you monster_

Wheatley growled. That was a voice he hated almost more than the Mainframe. At least the Mainframe told him that he should be powerful, that he was, at least technically, lord of all he surveyed, but this voice - all it did was remind him of his sins. As if he could forget.

"She deserved it," he said aloud, trying to infuse even a small amount of conviction into his voice.

_You killed her_, it responded, flatly. _I think you deserve whatever she might do to you._

"No." He wouldn't listen. He couldn't.

He had to do something, before this got entirely out of hand - before Chell found a way to take away his control and never return it. The only question was - what?

There was no answer to that, not yet. For now, Wheatley was seized with a sudden, inexplicable, and somewhat disturbing need to see Chell's body again.


	5. All Hearts Are Broken

Chell was...disappointed.

She hadn't been kidding. Part of her - the part not consumed with grief at her death, and anger at the unfairness of it - did keep hoping there was something in Wheatley worth saving. She'd thought, for a short while at least, that he'd been her friend; she wanted to think she hadn't been completely wrong about that.

Oh, right now she hated him, hated his childishness, his selfish temper tantrums, but she hadn't always. She wanted to believe that the Wheatley she'd liked had been real, not just some persona adopted for her benefit. In some measure, it _had_ to have been, simply because Wheatley was too horrible a liar to have kept up a complete charade for so long.

And no matter how much she loathed him, she really didn't want to kill him. She wasn't like GLaDOS - or like him, come to that; the idea of casual murder was not one she enjoyed. No, she didn't want to kill Wheatley, unless he gave her no other choice.

But how to get him away from the Mainframe's influence? It obviously stayed with him, even when he was disconnected from the chassis itself. Just how deeply had it wormed its way into his own hard drive? Chell didn't know, and wasn't sure how to go about finding out.

There was probably only one real option. She had to get the test subjects out, and then she had to wake up the only person who stood a chance.

GLaDOS.

Yes, GLaDOS had no reason not to kill Wheatley - horribly - which was, admittedly, going to be a bitch to get around. That was a problem that could be addressed when the time came, though; there was no way Chell could wake her before all the other humans were free. So she'd best get started now.

* * *

><p>Seeing Chell's body was bizarre.<p>

Looking at it, so still under the frosted glass, made Wheatley feel like it was an entirely separate person, that it had nothing to do with her bloody, vengeful spirit. _This_ was Chell as he'd known her, the Chell who had been his friend,

_even if you weren't hers and you know it_

who had smiled and listened, even if she couldn't respond.

He drew up a chair and sat beside the table, staring at her. In so short a time, he'd forgotten what her face looked like when it wasn't marred by blood. It wasn't twisted by grief or rage; now, somehow, she really did look asleep.

His fingers fumbled with the case's latch, and he lifted it with slightly unsteady hands. A blast of icy air hit him, dry smoke curling down around the edges of the table. He didn't know what he was doing, or why, but he found himself touching Chell's face.

Her skin was every bit as cold as he'd expected, but it was still less horrible than his brief contact with her ghost. A corpse, while unpleasant, was at least a natural thing, unlike..._whatever_...Chell had turned into. Even now, something in him rebelled at the very word 'ghost', and probably always would. While he wasn't a real scientist - he had to admit that, at least to himself - he'd been created by them, and had been programmed with a correspondingly dim view of the supernatural. While Aperture had run some strange - and occasionally disturbing - experiments, the Chell-wraith still struck Wheatley as not just unnatural, but _wrong_ in a fundamental way he knew he couldn't define if he tried.

But this Chell, the real Chell...she was just frozen, like hundreds of others in Aperture's vaults. She was silent and cold and still, and somehow, the sight of her quieted Wheatley's mind.

"Your ghost's giving me a lot of trouble, luv," he said, carding his fingers through her hair. It had still been damp when he put her in the chamber, and it was frozen stiff now. "Bit too powerful, that one. Not sure what I'm going to do about her, to be honest."

His hand drifted over her face, fingers tracing the arch of her eyebrows, down along the bridge of her nose. Funny, he'd spent so long looking after all the humans, but he'd never touched one until Chell - and that was brief enough, while she was still alive. His own skin was a pretty damn close approximation of living tissue, but it wasn't quite the real thing: there was something about actual human flesh that couldn't be duplicated.

What was so _special_ about them? They were squishy and leaky and horribly breakable, their bodies woefully inefficient...yet they were also responsible for the creation of not just him, but his entire kind. Without their primate hands and (supposedly) inferior brains, he wouldn't exist.

The thought had never properly occurred to him before. He wasn't the only AI in Aperture to look down on them - most of the androids with higher processing capability did, dismissing them as somehow second-rate in comparison to themselves. But the more he thought, the more he realized - and they weren't comfortable realizations.

Given the specs, an AI could probably build anything, often more efficiently and with greater precision that any human. But it was humans who _invented_ the specs; Wheatley suspected even GLaDOS couldn't truly write up a design from scratch. She drew off the knowledge She'd been programmed with, from programs written by humans.

"There's a bit more to you lot than I thought, isn't there?" he asked, his hand again running over Chell's hair. Somehow, it was easy to separate the woman before him from the spirit who'd threatened his life. Logically, of course, he knew they were the same person, that this woman only seemed at peace because everything that made her _Chell_ was currently running around Aperture, extremely pissed-off and possibly out for his blood, but the effect remained.

"You even made us look like you. Well, obviously not you _specifically_ - now what would be a bit creepy, really; your ghost is bad enough - but human. In general. Two arms, two legs, eyes and ears and all that. Even eyebrows. What's the point of those?"

Wheatley sighed - another human affectation he'd been programmed with. Why? He didn't breathe. Why program him to sigh, to blink, to feel? Actual, physical touch he could understand, but emotion? Where was the sense in that?

He didn't want to feel, didn't want to have to endure the guilt that was for some reason so much stronger when he faced Chell's corpse than her ghost. He feared the spirit, but - well, he wasn't sure what he felt, when he looked on Chell's body. It wasn't just guilt and regret.

"I wish I could put her at rest, or whatever it is you do for ghosts," he went on, his thumb tracing her brow. "Not just because she scares me - blimey, does she ever - but because she's so angry and so sad and so _wrong_."

He half expected her to open her eyes, to give him one of those eloquent looks that said so much more than words. Wheatley admitted he didn't know much about the subject, but Chell had had an astonishingly expressive face, able to say more without speaking than he could with any number of words.

The worst part was that he knew he would dismiss all of this sooner or later, when the Mainframe took hold again. He'd scoff at himself, think this visit and all that went with it nothing more than an irrelevant weakness. And that would be fine - until it came back. The depth of his guilt never lessened with repetition: each time was as sharp and painful as the last. For that, he was sure, he could blame his programmers; a machine couldn't forget like a human did. Not without introducing some kind of virus into their system, but even Wheatley wasn't stupid enough to try that.

"I wish you could talk to me," he went on, his fingers now exploring the shell of her ear. "_You,_ not her. Not that she precisely _talks_, either - I'll never look at turrets the same way. I always thought they were a bit off, maybe not all there, know what I mean? But hearing them like that, all at once - I swear, she had every bloody turret in Aperture talking to me. I was only ever scared of _Her_ - other Her, capital H. Now a capital P, I suppose, since She's still in the potato, but when She wasn't, when She was still in chassis and the mainframe, She was bloody terrifying. But the other her - the one that used to be you - she's _worse_, somehow.

"The potato, before She was the potato, was just...evil. The other one, though, the one that was you - well, she's not actually _evil_. Suppose she'd say I was the evil one," he added morosely, tracing the line of Chell's jaw. "I mean, fair enough, I killed her -" even saying the word aloud made him wince "- but I'm not _evil_. Not proper evil. Am I?"

Wheatley looked at the body as though he actually expected to find an answer. Chell, of course, did nothing; her capacity for doing things was over. "I wish you could tell me what to do, luv," he sighed, but in what passed for his heart, he already knew what she'd say. She'd tell him to let the rest of the test subjects go, at the very least, to wake them up and send them out to take their chances in the world. And the part of him that wasn't consumed by the Itch actually wanted to do it.

He couldn't. He couldn't, and he _knew_ it - not all of them. But maybe, while the Mainframe's hold on him was at its lowest, he could let _some_ of them go. It would appease a little of his nagging conscience, and who knew - if he was lucky, it would appease Chell's ghost as well.

Mind made up, Wheatley knew he'd better do it while he was still resolved. He gave Chell's hair one last stroke, and shut the lid on the cryo-table.

* * *

><p>Chell knew she was far out of her depth. Probably only a handful of Aperture employees would have known how to do what she meant to try, and they would have had years of school and training to back them up. Chell didn't even know her last <em>name<em>, but here she was, trying anyway.

She'd brought Oracle with her, the turret snug in her arms. Turrets weren't exactly an optimal size for carrying; on the ground, Oracle almost reached her waist, and if she'd still been alive, Chell never could have lugged the poor thing along without her portal gun. One of the fringe benefits of not having a living body was that her arms never got tired, nor did her back ever hurt. While it was unlikely Oracle would have anything to say that would immediately make sense, having her along couldn't hurt.

The Relaxation Chambers were all grouped in their own large wings. Hers had looked very much like a hotel room, but the ones that held all these living humans were much smaller and far more Spartan. Really, they were barely a step above prison cells, and it had only taken a little reading to tell her why.

The two groups she'd saved had made her wonder quite a bit. Most of them were younger, fit people like herself, but at least one had been in his sixties, and another seventeen at the very most. When she dug through the records, she found that none of them had volunteered for this, or been volunteered by virtue of their jobs: Aperture had straight-up kidnapped most of these people. Those it hadn't abducted had been refugees, though what they were fleeing was unclear.

The discovery had enraged her, but it hadn't surprised her. Cave Johnson, from all Chell had gathered, had been certifiably insane even before the moon rock poisoning - hell, he'd turned his secretary into GLaDOS. That was not the work of a man who lived anywhere within screaming distance of sanity. Kidnapping people was probably at the very bottom of his list of sins.

Oracle remained silent when Chell placed her on the floor. This control room was, like so much else at Aperture, unnecessarily large, stupidly complex, and cold. It smelled like electricity and machine oil and God knew how many years' worth of dust, with rows of identical, glowing red buttons that stretched well above her head. Each had the name of a subject beneath it, in font so tiny that living human eyes might not have been able to read it.

Pushing them, unfortunately, was the very last step. Pulling a human from stasis was, so far as she could tell, a dozen-step process, and she didn't dare screw up even one. She had no idea how the stasis worked to begin with, how the scientists kept the subjects' muscles from atrophying after so much time unused. Obviously it _worked_ - she was proof of that - but for all she knew, she could bungle something and make some poor bastard's heart explode.

While there was something resembling a manual, it was filled with so much science jargon that Chell could hardly make head or tail of it. She sat now with her back against the wall, book open on her lap, chewing her lip as she read. Oracle hummed beside her, presumably content; it was difficult to know, with turrets.

She was going to have to use someone as - and the word made her grimace - a test subject. If whoever she picked didn't die, she'd know she got it right. If they did...she was going to have to live with that. In a manner of speaking.

Almost absently, she touched her face, right where Wheatley had hit her. Physical pain seemed to be a thing of the past, but the _warmth_... It wasn't like touching a human, wasn't nearly so satisfying, but Wheatley did generate something like body heat.

A dark - very dark - part of her wanted to grab hold of him and hang on until she'd drained all the warmth he had. It wouldn't be hard; it wasn't like he had any way of dislodging her, if she did latch on. She could steal his life as he had stolen hers, could be the avenging Fate he so richly deserved -

_No._

No. She was not GLaDOS, she was not Wheatley. She was Chell, dammit, and unlike either AI, she was going to have some respect for life - of any sort - no matter how much force she had to exert over herself to do so. She'd swallowed her rage for so long now that she could do it a little longer.

Only a little, though: Wheatley didn't have long to change her mind, to convince her there really was something in him worth saving. If he failed, if he couldn't give her some kind of hope - well. If that happened, she knew what she'd have to do, once she'd freed all these humans.

_She_ might not be willing to kill Wheatley, but GLaDOS would have no such compunction.

Even if she got this process right on the first try, it would still take her several days to get all the test subjects out. There was no way she could take so many all at once; that would be a nightmare, and would surely get some of them killed. She'd have to do it in groups, and hope that she wasn't simply sending them to their deaths outside. In their place, she'd rather die outside than in here.

So Wheatley had a little time. Chell would test him - would push him - and if he passed, if he proved to her that he was at all capable of redemption, she'd let him out into the world, too. He could take his chances there, because at least he'd _have_ a chance - something that could not be said of him if he were still in Aperture when she woke GLaDOS. The one thing she could not do was allow Wheatley to remain in control.

She felt his approaching footsteps long before she heard them. He had to be coming to wake more subjects, which would become his first test. For his sake, Chell hoped he passed. She set aside the manual and stood, carefully putting Oracle out of the way.

It was easy enough to will the blood away. Chell had very effectively reminded him she was dead: now she wanted to see what would happen if he saw her (more or less) as she'd been. She stood patiently - if she was good at anything, it was patience - and faced the door, carefully feeling out Aperture's lifeblood, just in case. She wasn't about to let him hurt Oracle, should he decide to throw another tantrum.

Wheatley's expression, when he opened the door and found himself face-to-face with her, was one she would treasure for years. His eyes went round as coins, and he staggered backward so fast he hit the wall on the other side of the hallway. She'd swear he cursed, too, though what he said was unintelligible.

"_Hello, Wheatley,_" she said through Oracle, and then she punched him - hard.


	6. Chances Are Given

In which Chell gives what chances she can. All the humans she interacts with will be important later.

* * *

><p>The force of Chell's blow made Wheatley's head snap back. Not for the first time, he cursed the people who programmed him to feel pain.<p>

Once again, the nameless, formless horror of her touch seized him, and he staggered. His shock was momentary - she had every reason to want to hit him - but, for a fraction of an instant, his mind went entirely blank.

When coherent thought returned, he found her looking at him expectantly. She might have just punched him, but there was little anger in her pale-eyed gaze. For the first time, he registered that the blood was gone: if it weren't for her pallid complexion, he could almost think her alive - alive, and curious. A startling flash of clarity told him she was testing him again, but, just as before, he had no idea what answer she sought.

"Fair enough," he said, rubbing his jaw, trying desperately to push aside the revulsion that brief touch had stirred in his mind. "I deserved that. Figure I can guess why you're here."

Chell arched an eyebrow, her question clear even without words: _what are_ you _doing here?_

Wheatley's eyes flicked away, suddenly unable to face her. "I'm letting some of them go," he said, trying to ignore the howling of the Mainframe in his head. He had to fight to drag the next words out of his mouth. "See, I know you're right. I shouldn't keep them here, any of them, but this - this _Itch_, it won't let go of me." In this case, honesty probably really was the best policy, and he forced himself to look at her again. "It wants to keep them here, all of them, wants to test them to death so it can feed - so _I_ can feed. It's faded right now, it's in the background, but it's still there, and it will come back. I know it will, because it always does, and then I'll regret everything I'm saying, I'll think I'm just weak and useless and a _moron_, and it'll tell me everything I ought to be doing if I wasn't a moron. It's...it's why I hit you."

He reached out, his hand hovering near her face, but he didn't dare touch. He didn't think he could bear it a third time. "I know it doesn't mean anything, not after everything, but I _am_ sorry, Chell. I know I keep saying that - bit like a broken record - but it's true. I never wanted to hurt you, even before you were my friend. I know I said I expected you to die at first, like the others, and I meant it, but that was before you were my friend. I didn't _want_ to make friends with you, not at first, because I'd watched all the others die. You just sort of...wormed your way in without trying."

He fell silent. Most of the time, he wasn't sure what he was saying; he just babbled, because he was Wheatley, and that was what Wheatley did. Whatever else the programmers had given him, a verbal filter was not among them. Now, though, words failed him.

Chell didn't say anything, not even through the turret. She stared at him, hard, clearly weighing the truth of his verbal vomit, those clear grey eyes staring into the soul he didn't have. He had no idea what he'd do, if she didn't believe him.

There was still pain in them, very far down in their depths, and even Wheatley, bewildered as he was by human emotions, knew why. Even if, by some inhuman, Herculean amount of effort, she ever managed to forgive him, she'd probably never forget the things he'd said to her. Human memory was an imperfect thing, hers especially, but he was pretty sure all those words were forever burned into hers. He couldn't take any of it back, and he wouldn't insult her by trying.

Finally, after what seemed like eternity, she stepped back. "_Prove it_," the turret's voice said.

Wheatley jumped a little: he'd forgot the thing was even there. He stepped inside, eyeing the multitude of buttons, and cleared his throat. "I can't do it if you're watching," he said, fully aware of what the statement really implied.

Again, Chell gave him that hard, penetrating stare. "_You mean you_ won't _do it_," the turret said. "_You don't want me knowing how._" Somehow, the thing contrived to sound disappointed - but it didn't sound surprised. It probably ought to worry him, just how effectively Chell could read him.

"I don't," he admitted, and almost flinched under the weight of her gaze. How could such a little woman make him feel so small? Her head barely reached his chest, yet, when he was pinned by her eyes, he felt about six inches tall. The Mainframe hated that, hated how insecure she made him feel - it was hissing at him, telling him he was weak, that he was a moron for acceding to her wishes at all. For once, he told it to shove off.

He expected her to fight him on it, to drown him in her disapproval, and he was intensely surprised when she didn't. Instead she stepped aside again, carefully looking away.

Of course, given her connection to Aperture, she could probably work out what he was doing anyway. Honestly, he didn't know how she hadn't managed it already - no matter what her connection to the facility, she clearly didn't know everything. He was a little ashamed of how much that relieved him.

The system for waking the humans wasn't nearly as complicated as it looked. There were fourteen intricate steps that had to be followed exactly, but once he'd punched in the numbers, the computer did it all for him. He lingered at the keyboard far longer than he actually needed to, delaying each step; he didn't want her realizing just how very easy it was.

He actually gave some thought to who he brought out of stasis. In the end he went with some of the old, some of the younger, fittest, and all of the young ones, the subjects under twenty. Though they weren't as effective as the humans in the prime of their lives, they were the most tempting to the Mainframe - Wheatley didn't want to think about why. If they were gone, he couldn't give in to that temptation.

He only woke a hundred of them - a fraction of his resources, but he hoped it was enough to appease Chell. It would be difficult to get such a number out as it was, considering how far it was to the surface, and how ruinous so much of the complex still was. Even Wheatley, who still wasn't sure just how fragile humans were, knew how easily releasing a huge group could turn into a disaster.

An alarm sounded, strident and nearly deafening, but it was simply a notice, not a warning. Chell didn't flinch, but he did; the sound stirred the Mainframe in his head, his hold over it weakening. A shudder wracked his frame, head to toe, a shiver of pure, unadulterated _need_.

"Keep them away from me," he said, his voice somehow hoarse. "I can't - if I see them, I'll take them if I can. I won't be able to stop it."

To his surprise, very little judgment entered her eyes. It was mostly drowned by a strange kind of understanding. She nodded, and vanished.

As soon as she was gone, Wheatley collapsed against the wall. Lacking her presence, the Mainframe started screaming at him, calling him spineless, weak, _stupid_. Which was, really, a bit hypocritical, given how afraid of Chell it was.

He jumped when the turret spoke again. "_Don't forget to breathe,_" it said.

Well, that made no sense. He was an android; he _didn't_ breathe, not even when he spoke. So far as he knew, he didn't even have anything approximating lungs. "What do you mean?" he asked.

The turret said nothing further, but then, most of him hadn't expected it to. It had been a cryptic little thing the first time he'd met it, and that obviously hadn't changed.

What was he to do now? He couldn't take any test subjects, not without undoing whatever fragile trust he might have built with Chell, but if he returned to the chassis, he doubted he could restrain himself. But he had to do _something_, before the Itch could become unendurable - before it and the Mainframe could subsume his own will entirely.

_Go see her again_, one of the voices whispered. It wasn't the Mainframe: it was the strange, quiet one that had no discernible source. Wheatley didn't need to ask who _she_ was. Something deep in his hard drive wanted to see Chell again - the other Chell, the one who would sleep forever. He didn't dare question its motives.

* * *

><p>Wheatley was not the only one who had to fight an Itch. Chell had her own craving, and it was a difficult thing to ignore.<p>

The first room she opened held a woman - an older woman, perhaps in her sixties, not at all physically fit. Unless she was very skilled, this was not a person who could hope to live through many test chambers - which was, Chell thought, likely why Wheatley was letting her go. He knew she wouldn't stand much chance, if he did give in to his Itch.

Chell wanted to grab her hands and never let go. Even at a distance, she could feel that warmth that only the living seemed to produce, and she wanted it desperately. She didn't dare touch the woman, though, not even briefly. It was easy enough to make herself look like a living person, but given how the few humans she'd touched had reacted - hell, given how _Wheatley_ had reacted - physical contact with her was horrible for others. If this woman and the others were to trust her, they couldn't know what she was.

The woman was blinking rapidly, running a hand through her greying hair, obviously groggy. "Where am I?" she asked.

There would be no speaking through the turrets now. Chell had to summon actual words, no matter how difficult it was. "Somewhere...bad," she managed, inwardly cursing herself. Something as simple as talking should _not_ be so difficult, not when she had no physical body to limit her. "I'm...here to..." she shook her head, grimacing, "...get...you out."

Confusion filled the woman's expression, but it was soon overtaken, to Chell's surprise, by compassion. She couldn't have been one of the people Aperture kidnapped, or she'd be panicking at finding herself here, in this strange, dark prison. "Aphasia?" she asked kindly, moving unsteadily as she tried to rise.

The word tickled something in Chell's memory, but nothing more came forth. "What?"

"Your speech impediment. Is it aphasia?" The vertebrae in her spine crackled like a line of gunshots when she stretched, and she winced a little. Yes, it really was a good thing she was getting out, before she had to face testing.

Chell shrugged. If she'd ever known what caused her mutism, she didn't now, and it wasn't like it really mattered. She was dead. You couldn't cure something in a creature that wasn't living.

"I'm a doctor," the woman said. "Or, I was. We're in Aperture, aren't we?"

Chell nodded. "Put...you to...sleep. For...tests." She shook herself frustrated. "Can...you...talk for...me?" She couldn't keep a faint note of pleading from her tone. "More...people. I...will get you...all...out."

"Of course. My name's Annika," the woman said, and thankfully, she did not offer to shake hands.

"Chell. Come." She beckoned Annika after her, and consciously tried to make a little noise when she walked. Annika seemed nice; Chell didn't want to scare her away by appearing too unnatural.

The next room contained a boy who couldn't have been more than sixteen, and Chell let Annika deal with him. The doctor had a maternal instinct Chell lacked, so Chell let her handle each new person they released.

She thought she should warn them, should tell them, somehow, that she didn't actually know what was going on in the world outside. GLaDOS had told her before she went back into stasis that something terrible had happened out there, but that was years ago now - how many, Chell wasn't certain, but she was pretty sure she'd been in stasis for a very long time herself. If there was any luck or mercy in the world, she wouldn't be sending these people to their deaths outside. Maybe, she thought, it was better that she couldn't really speak, because she didn't want to scare them all senseless before they were even out the gate.

A small shiver traveled through her. With so many people around her, she didn't need to touch any to draw on their warmth, and it was...soothing. The sound of their chatter drifted around her - some were nervous, some were excited, and a great many were confused, but thankfully, Annika seemed to have it well in hand. Mostly.

"Where are we going?" a man asked. He too was older, short and slight, with a faint wheeze to his breathing.

"Out," Chell said, somewhat proud that she could manage the word so quickly. "Away."

"What _happened_ here?" he asked, sidling closer to her.

Once again, she shrugged. "We," she said, very carefully, "were...asleep for...a...l-l-long time."

"How long?"

Another shrug. His persistence was getting a little irritating - why was he talking to her, not Annika? Annika was the one who actually sounded like she knew what she was doing. "Long...enough."

They'd come to a series of catwalks, and Chell paused, gesturing the group to halt. She wasn't sure just how structurally sound they were: sure, they'd held her and a few others at once, but this group? If they all tried to cross at the same time, the weight might collapse something.

"What's the hold up?" someone called from the back, sounding unfortunately impatient.

Chell looked at Annika, hoping the woman would be able to translate. She gestured at the catwalk, fluttering a hand to indicate walking. "Old," she said. "Maybe...weak. Not -" she gestured at the crowd "- at...once."

Annika, bless her, seemed to understand immediately. "We shouldn't all cross together," she said. "This place has sat unused for a long time. The walkways might not support all our weight if we stay together."

If Chell could have breathed, she would have heaved a sigh of relief. Part of her wished she could keep Annika, to use as a translator for the next groups she intended to wake.

There was a little grumbling, but not much. Chell's strictures might be costing them time, but at least they'd mean everyone would get out alive, and really, what was there to hurry to? The world would still be there, no matter how long it took.

They moved in groups of ten, keeping a good twenty feet of space between each. It was slow going, because each time anything metal groaned beneath them, at least half of them would freeze. Though they spoke quietly, their voices echoed through the vast emptiness, mingling into something organic but unintelligible. It wasn't far now to the elevator, and then they'd be free on the surface.

Though the groaning of the metal took on a deeper tone, Chell didn't pay it attention until it was too late. Some rusted, weakened strut must have given out far below, unable to bear even such a spread-out weight, because the entire catwalk behind her suddenly lurched violently to the right. Metal screeched on metal, a tearing, grinding shriek that probably echoed through all of Aperture.

It was joined almost immediately by a cacophony of screams. All those unfortunate enough to have been stuck on that section were hanging on for dear life, gripping whatever had been closest, while those behind them had scrambled away.

The screaming stopped when the catwalk went still, but Chell doubted many of them dared to breathe. Certainly, none of them _moved_; it was as though they'd all been frozen, humans turned to stone. Chell couldn't say she blamed them.

_Shit_. Now what? It didn't matter which way they went; forward or back, there was likely an equal chance that the walkway would collapse if they moved. They couldn't stay where they were, either: they might not be able to feel the tremors beneath the grating, but she could. Something was going to give.

Before she could try (and probably fail) to say a thing, one of the men in the middle of the catwalk snapped. He scrambled upright and fled, running full-tilt toward the section of catwalk that still felt stable, heedless of everyone behind him.

_I think I found human Wheatley_, Chell thought, with the small amount of her brain that wasn't busy panicking. It was nasty of her, but she didn't have time to care - the moron's flight was enough to collapse some other vital apparatus below. Whatever it was, its loss was enough to send one end of the catwalk sliding downward: slow at first, but rapidly picking up momentum.

Dread seized Chell, momentarily blotting out everything else. She threw her energy out into Aperture on pure instinct, grappling for anything she could use. It was a long way down; there had to be a way to catch people before they could actually fall to their deaths. Why did none of them have Long Fall Boots? Was it somehow too expensive to kidnap people and actually fit them out with proper equipment? She reached - she _reached -_

_She was there._

_Chell blinked. Her physical surroundings had faded, shoved to the back of her awareness by...whatever this was. It was more than her simple manipulation of Aperture's electrical systems: she didn't need to zone out, or whatever she was doing now, to do that. This was different - the pull was similar enough, but it was deeper, stronger. The life of Aperture wasn't flowing through her - _she _was flowing through _it_. She actually felt alive - more than alive. The drum-beat of Aperture's artificial pulse hammered through her useless veins, a heartbeat so powerful it made her shudder._

_She didn't even have to look for what she wanted. Aperture knew exactly where she was, and it took less than a thought to summon its aid. Chell knew what she needed, and it knew how to give it to her._

Live, _she thought_. I need them to live.

_Something was screeching around her again - steel, not human - a tearing, awful sound that echoed through her head until it drowned out everything else, and it_ hurt. _Chell hadn't felt pain since she died, and it was so sudden, so shockingly intense, that for a moment her consciousness greyed out entirely. Aperture was moving, was answering her, but oh God it hurt. A scream rose in her throat and lodged there, unable to pass her lips: she felt, for a moment, as though she were suffocating, which was impossible._

Catch them catch them catch everyone don't let them fall don't let _me _fall oh God oh God it _hurts_

She blinked, her awareness slamming back into reality with a force that made her stagger. At some point everything had fallen silent; nobody screamed, no metal groaned or buckled.

Her vision struggled to focus, which was bizarre. She was dead; her eyes had no physical limitations now. The nerves she shouldn't have were fizzing with energy - Aperture's energy, whatever passed for its soul still jagging through her. She tried to draw a breath, and winced at her failure.

When clarity finally returned, she found that none of them were anywhere near the catwalks. A quick, frantic headcount told her that all hundred humans were here, safe and (hopefully) sound, crowded into what looked like a waiting-room. It was definitely New Aperture - the walls and floor were a flat, blinding white, and she could sense the sting of disinfectant and floor polish, even if she couldn't properly smell either.

And they were staring at her. All of them. The room was too small to hold so many people, but those nearest her had pressed back as far as they could, as if unwilling to come too close. Chell could practically taste their terror - a neat trick, since she couldn't technically taste anything. Some of them were actually trembling, their eyes fixed on her as though she were a feral animal that might attack at any moment.

Only Annika seemed unafraid. She regarded Chell calmly, her dark eyes curious and - sad? Just what had she - or Aperture - _done?_

Chell raised her hands in what she hoped was a placating gesture, and froze. Ah. Whatever had happened must have temporarily flipped the intangible switch that controlled her appearance. Her hands weren't as gory as she'd made them when she confronted Wheatley, but not all of that had been feigned for his benefit. She couldn't feel the stickiness of the blood that had dyed her tank top, but she knew that the stain was there, apparently an immutable part of her that couldn't be disguised forever.

Even if she'd been able to summon words, she had no idea what to say. A quick glimpse of Aperture's systems told her the room was actually quite near the surface, but she wouldn't blame any of these people if they refused to follow her lead any longer. She probably wouldn't, if she was in their position.

"You can't be a robot." Annika's voice made Chell jump. "Robots don't bleed. You're too solid to be a hologram." She poked Chell's shoulder, and couldn't quite disguise a flinch. "And in any case, I can't imagine even Aperture making a hologram that bleeds. And you sure as hell aren't alive, so what are you?"

It took Chell a moment to meet Annika's eyes. She knew the truth would probably sound absurd, but it was all she had. "Ghost," she said. "Died...here. You won't." There was so much more she wanted to say, but her voice, her stupid, stubborn, useless voice, refused to cooperate.

Annika, surprisingly, didn't scoff - but then, when faced with Chell as she was right now, scoffing might have been difficult. No matter what denial might sit in the woman's mind, there wasn't any more rational explanation easy to hand.

"Are you gonna kill us?" It was the boy, the youngest of her little herd. Strangely, he sounded more curious than afraid.

In spite of everything, Chell scowled. "Did...you hear...me?" she asked, folding her arms. "I...can't...leave. You can. You...will."

The kid didn't answer. Instead he crept forward, slowly, wary but intrigued. Nobody tried to stop him - it looked like they hardly dared to breathe.

He held out a hand, a question in his eyes, and touched Chell's face. Whatever he felt made him twitch, but unlike Annika and the redhead from the first group she'd rescued, he didn't flinch away. Though his touch was light, the fingers on her cheek seemed to burn, and it was all she could do not to lean into it.

"You really are solid," he said, wonderingly. "_Cold_, but...solid. I've never...are there any others like you?"

Chell shook her head, the heat of his fingers trailing across her skin as she did so. "Just me," she said, unable to keep her grief out of even those two brief words. "More...of _you_...outside. Humans. Living. Don't...know what...else...is...there."

She stepped back, certain that if she didn't, she'd try to grab him and leech all the wonderfully warm life from him. Whether or not she actually _could_ do it didn't matter - she didn't want to let herself try. Unable to speak any more, she beckoned them to follow. If they did so at a great distance...well, she couldn't blame them.

Annika and the boy stayed close to her, as she led them through the sterile hallways. Though most of Old Aperture was decaying, Chell found she preferred it to the newer areas. Old Aperture didn't try to mask the fact that it was its own specialized brand of hell.

"You really can't leave?" the boy asked, and she didn't think she was imagining the pity in his voice.

"No." Chell couldn't look at him. "More...like...you...here. Asleep. I have...to...get...them out...too. Soon."

"But...what'll you do when you're done? You'll be all alone." He sounded - well, appalled.

Chell shrugged, and gave him a sad smile. "I...have Aperture." She wouldn't have been able to explain how strange a blessing that was, that she had a kind of home in the place she still despised, even if she'd tried. Even if she'd wanted to. She owned no answers to anyone.

The boy looked dubious, but Annika glared at him, and he fell silent.

It wasn't a long trip to the outer door, no matter how much time it seemed to take. Chell cut the power to the lock and threw it open, but paused before she stood aside.

It was morning now, the dawn sky pale and clear. There wasn't a breath of wind, and dew clung to the wheat like diamonds. She didn't need lungs to be able to appreciate the fresh air, oxygen that had never been reprocessed. This wasn't a thing she would ever be allowed to keep, but they could, and that would have to be enough.

On impulse, she grabbed the boy's hand, and all but shoved him out the door. "Live," she said. "All...of you."

Annika stayed back, letting the rest of the group pass - in some cases, very fast. "I wish there was something we could do," she said quietly.

Chell smiled, and though there was still sadness in it, there was also something like peace. "Like I...said. Live. I...have to...think."

Annika gave her shoulder a brief squeeze. "We won't forget you, you know," she said. "Some of us will keep watch. For the others, whenever you can wake them up."

Chell could only nod. Her eyes were burning, but she refused to cry in front of any of them. As soon as Annika was out the door, it slammed and bolted, and Chell was alone.

_All right_, she thought, swallowing her tears with no small amount of difficulty. _Just what the hell did we do, Aperture?_


	7. Awakenings

In which a wild GLaDOS appears.

* * *

><p>For the next week, Wheatley was so well-behaved that Chell grew deeply suspicious.<p>

It wasn't that she was ungrateful for it. She was busy enough to be glad she didn't have to metaphorically chase after him, but she didn't trust his docility. At all. _Wheatley_ might not be capable of cunning, of playing any kind of long game, but she was certain the Mainframe was. It had to be plotting, but she had no idea how to find out what.

She'd realized almost immediately that the Mainframe and _Aperture_ weren't the same thing, but she hadn't guessed just how disconnected they really were. If the Mainframe had any choice in the matter, it would never have let her control it, and it certainly wouldn't have helped her. Whatever elusive soul Aperture had, it was an entity apart. If the two were so constantly at war, it was no wonder the chassis drove whoever sat in it to murder. It explained a lot about GLaDOS.

Chell still had no clue what Aperture had done, when it helped her save the test subjects. In that, as in all else, it was silent. She couldn't talk to it, and it wouldn't talk to her. They were at as thorough a stalemate was she and Wheatley.

Wheatley, who didn't know he was currently being watched. The last few days he'd sat in the chassis and brooded, worryingly silent. He had to b deep in the clutches of the Mainframe: when he was himself, he babbled to her corpse (a thing she was finding progressively creepier), or even to himself. _Wheatley_ seemed incapable of shutting up for long, but the Mainframe...dead or not, Chell had to admit that at times she was afraid of it. Her only consolation was that it was also now afraid of her.

Looking at Wheatley now, Chell's every instinct was screaming at her, telling her that something was soon to go very wrong. It would almost certainly involve the test subjects, because he hadn't touched any since she'd let the last batch go - the withdrawal had to be unbearable, and the fact that he showed no sign of it...well, that was almost terrifying.

He always kept it so _dark_ in here. Under GLaDOS, it had been bright and clinical and cold - much like her. Wheatley sat in shadow, slouching in the chassis, hands steepled over his chest. The glow of the monitors reflected off his glasses, turning them into blank mirrors. Why did he wear glasses? He couldn't need them for corrective vision, but they must do _something._

Maybe it was tie to wake more humans, before he could do anything to them. She knew how - of course she'd watched him when he did it, though he wouldn't have seen her. Thus far she'd held off, both to see what he would do, and to try to figure out what the hell _she_ had done. But Wheatley concerned her, and her search for answers had so far come up empty. She couldn't wait until someone else died before she acted.

She vanished, moving through Aperture intangible as well as invisible. Try though she might (and had), she couldn't replicate the strange, mutual possession they'd shared to rescue the test subjects - whatever it had been, it was not a thing that could be summoned at will.  
><em>GLaDOS would know,<em> she thought. _Probably._

_She'll kill Wheatley if you wake her up now,_ a countering thought whispered. _And God knows what she'd do to the rest of the test subjects_.

Chell shook herself. She knew where GLaDOS was sleeping - Wheatley had stored the potato well away from his so-called 'lair', as though he couldn't bear to have her anywhere near him, even powered down. While Chell could understand, it was also an incredibly stupid move: GLaDOS was the kind of creature best kept observed at all times.

_Not if you don't let her. Wake her up, pry Wheatley out of that thing, and let the humans go. At least she can fight the Mainframe. Better the enemy you know._

"Stupid...saying," she muttered. The truth was - and she never, ever thought she'd say this - she _missed_ GLaDOS. Sure, she was rude, condescending, and homicidal, but was she actually Chell's enemy anymore?

_Not like she could kill you now, anyway._ The thought actually made Chell smile. It was slightly twisted, but it was a smile nonetheless. No, GLaDOS couldn't kill her, or force her to test - couldn't force her to do anything.

Chell gave up. She could wake GLaDOS up without actually plugging her back into the Mainframe, though the AI definitely needed something better than a potato to house her processors. Her body had to be around here somewhere. GLaDOS could distract Wheatley, Chell could deal with the test subjects, and then...well. She and GLaDOS would have a very long time to get on one another's nerves.

She probably shouldn't find the idea so appealing.

* * *

><p>Chell might worry about what Wheatley and the Mainframe were planning, but the Mainframe was just as worried about her.<p>

GLaDOS had ruled the Mainframe with the same iron influence she exerted over all of Aperture. It was her slave, unable to do anything but bend to her will, and it respected her strength. She was a worthy master, but this one? This weak, sentimental fool was lost, incapable of decisiveness. Thanks to him, Aperture was rapidly gaining a sentience entirely apart from the Mainframe, and that could not be borne.

But the Mainframe needed a master. Someone had to be connected to that chassis, even if that connection was wireless. The Mainframe wasn't capable of acting autonomously.

It had tried subsuming the moron's influence - unfortunately, while he was weak, he wasn't completely spineless. His irritatingly conflicted emotions were strong enough to protect him where his intellect could not. And it was all because of that..._Chell-thing._

The Mainframe was at a loss as to how to deal with her. It _couldn't_ deal with her: she was neither man nor machine, not organic or artificial. She was an abomination, one no computer on Earth could have been programmed to handle. She guarded the test subjects like an overzealous dog, and as a result they were of no use to anyone - just organic dead weight consuming resources.

_Wheatley_ wouldn't wake any more of them up. If it had simply been from fear, the Mainframe could have understood: they both knew what the Chell-thing was capable of. But there was something beneath the well-deserved fear: _sentiment_. He was wracked with guilt over the fact that he'd killed Chell, and not just because her ghost was now making his life - their lives - miserable. It was disgusting - yet it was strong enough to hold the Mainframe's influence partially at bay.

There was no way to defeat the Chell-thing. This was a fact. The humans Wheatley did not dare to touch were useless. This was also a fact. An Aperture Science that could conduct no _science_ was also useless. Useless things were a waste of resources, and should be terminated.

The Mainframe's duty was clear. It just had to get around Wheatley to do it.

* * *

><p>Chell didn't dare do any online searches for GLaDOS' body, even through channels she was sure the Mainframe couldn't track. She didn't want it figuring out what she was up to, because it might well try to destroy the body before she got to it. Instead, she had to try to think like Wheatley, which was no easy task.<p>

He'd probably stash it somewhere he was familiar with, rather than an area he only became aware of because of the Mainframe. That left Chell with the unenviable, rather gruesome task of checking thousands of Relaxation Chambers, where she discovered that even after God knew how many years, the bodies were disturbingly well-preserved. Rather than decay, they'd desiccated and mummified, their clothes rotted to dusty shreds over their papery skin. She nevertheless checked every one, a process that took even her, who could move from each to each with little more than a thought, almost four hours.

No android body, though. Where else could he have put it? The neurotoxin room? Somehow, Chell doubted he had that much capacity for irony. It wasn't in the turret factory. Could it be...? On the one hand, that would be plain creepy, but on the other, it would make sense. And it would definitely make her life easier.

She'd never spent any time in the cryogenics wing, when she wasn't stalking Wheatley. Seeing her own dead body was almost too much to handle when she went with him - she certainly wasn't going to go and observe it on her own. If he'd stashed GLaDOS' form anywhere near hers, he'd never visited it - but that didn't mean it wasn't there. If Chell had been him, she would have destroyed both the android _and_ the potato, but Wheatley was the kind that gloated. He'd gone and lorded it over the deactivated potato a couple times,which would have been silly if he hadn't been so deranged both times. She'd known Wheatley for so short a time, before he got plugged into the chassis - what had he actually been like in his normal life?

It probably didn't matter, but the question nagged at her nonetheless, even as she willed herself into the cryo-wing. Something told her the answer would be important, but it, like so many other things, eluded her.

Chell very carefully didn't look at the pod that held her body. She wished Wheatley had done anything else with it - while she'd liked to have been buried on the surface, she'd rather he'd just incinerated her corpse than done _this_ with it. It would have been bad enough if he'd just stuck her body in the pod and left it, but he seemed...obsessed with it. There were days he spent far more time down here talking to it than he did in the chassis.

Talking to it, and _touching_ it. He seemed fascinated by her face and hair, often running his fingers over both while he spoke. She could never lurk when he did that, no matter how useful anything he said might prove. Admittedly, Chell didn't know much about human funeral rites, but she was pretty sure that would be creepy by anyone's standards, not just hers.

There were scores of empty pods in here. The room really was massive, and she didn't want to know why. Even if there hadn't been an actual corpse in here, it felt like a tomb, dusty and cold and silent in a way unique from the rest of Aperture. Dark, too; the lights were automatic, turning on when Wheatley entered, but they didn't register Chell. Not that it mattered, since her undead eyes didn't need light.

GLaDOS' shell wouldn't need a pod, so Chell didn't bother looking in them. There was a wall-sized steel door at the back of the room that she'd never bothered to pay attention to, one that looked, at least on cursory inspection, like it ought to belong to some heavily-fortified cell. She could imagine Wheatley putting the deactivated body in there, using the door's appearance as a kind of psychological reassurance that the 'monster' was indeed locked up.

The hinges screeched when she opened it, the sound echoing up and down the corridors. The room behind it was filled wish shelves of dusty boxes and bottles - medical supplies, mostly, as well as jars of liquid Chell wouldn't touch with a ten-foot pole, even if she was dead.

The lights flickered on, one by one, and Chell froze. What Wheatley had done with her corpse had been odd enough, but what he'd done with _GLaDOS_...dear God.

The android was sitting at a tobacco-colored linoleum counter, posed in a chair with a pen in her hand. Her head was tilted at an unnatural angle, her white hair carefully brushed into a ponytail. Her yellow-on-black eyes were open, but everything that made her GLaDOS was absent. It was, somehow, worse than looking at a human corpse.

Chell shuddered. She didn't think she wanted to know what he'd been thinking - if _he_ had even been the one doing the thinking. She had her doubts about just how subservient the Mainframe was to its occupant. _Eurgh._

She ghosted - pun entirely intended - to the storage bin that held the potato. Its tiny optic was dark, and already covered in dust. It looked so..._wrong_. Even in potato form, GLaDOS had been remarkably alive, still an insulting, snarky bitch. Chell had a feeling that, unlike Wheatley, GLaDOS actually knew what tact was - she just chose to ignore it.

_Let's see what she says when she wakes up and finds what he's done to the place. _Chell really shouldn't look forward to that as much as she did. Admittedly, there was a little Schandenfreude to it: being put back in her own body wouldn't change the fact that she'd been knocked so very far off her pedestal. A god who'd fallen to Earth, and was forced to see what it was like for her unloved creations. While Chell hoped GLaDOS would learn something from that, she doubted anything would stick once she was plugged back into the chassis.

Some darkly mischievous part of Chell decided not to activate the potato. GLaDOS could wake in her own body, and see with her own eyes what Chell had become. If anything might be capable of shocking the AI, it ought to be that. She really should not be so very pleased by the idea.

The android form was exactly as she'd left it, and again she shuddered at the sight of it. She actually had to force herself to touch the thing, turning it in the chair and taking the pen from its hand. She was _dead_, for God's sake - she shouldn't be able to find anything creepy anymore, but this whole tableau gave her the willies.

There was a port at the back of the body's neck, beneath the one that hooked into the chassis. Chell pried the optic out of the potato, and very gingerly inserted it into the port, hoping like hell she was doing it right. She hadn't actually seen Wheatley transfer GLaDOS into the potato, so this whole thing was guesswork.

Something clicked, and the synthetic skin hummed beneath her fingers. Tiny servomotors whirred to life, infusing the android with the kind of warmth Chell coveted so much.

She stepped back, waiting patiently. When GLaDOS raised her head, her yellow eyes now very much alive, Chell gave her a smile that was actually somewhat genuine.

"Hi."

The AI's reaction was far less violent than Wheatley's, but that was only to be expected. Her ungodly yellow eyes widened, and her entire posture went still and stiff as a marble statue, but the really telling thing was that, for once, she seemed to have nothing to say, no insult or sarcastic remark. Chell was pretty sure she knew what was going on in GLaDOS' head: like Wheatley, she was probably running a scan to figure out just what Chell was. GLaDOS had, after all, seen her die.

So she waited, still patient, filled with quiet glee at the subtle, almost non-existent expression on GLaDOS' white face. Strange, that Wheatley had been designed to thoroughly emulate humanity, but there was no way GLaDOS could ever have passed for human, even without her yellow-on-black eyes. Her skin was too white, too perfectly, uniformly smooth, her features symmetrical to a degree no actual human possessed. If Aperture had wanted to create something a human would trust on sight, they definitely failed.

"...What." The word was flat, totally without inflection. Though her expression was mostly composed, her eyes were wide, staring hard at Chell as she tried - and obviously failed - to figure out just what the hell it was she was looking at. "You _died_."

Chell held up her hands, allowing the blood to streak over them again. "I...did. Still...here."

GLaDOS grabbed Chell's right hand, her grip like a vice. Unlike Wheatley and the humans, she didn't recoil, but a visible shudder passed over her, and revulsion flickered behind her eyes. "According to my sensors, you're not here," she said flatly. "Nor organic or inorganic material. Don't sit there and tell me you're a ghost."

Chell shrugged, fighting an urge to grip GLaDOS' hand and draw all the warmth out through it. "Find...a...better word. I...don't...have...one."

GLaDOS arched one perfect eyebrow, but her expression was still...unsettled. "So you can talk," she said. "Sort of. What are you?"

Another shrug. "You...said...don't...say ghost," she managed, though it took her a while. "I don't...have...another...word."

To her intense shock, GLaDOS _smiled_. It was a hard-edged, malicious thing, but it was there - and the malice did not seem to be aimed at Chell. She stood, visibly rallying her possession of herself, her eyes alight with a curiosity and anticipation that bordered on unholy. While her android form wasn't as tall as Wheatley's, she still towered over Chell - but Chell no longer found it intimidating.

"Need...to...talk," Chell said, forestalling anything the AI might say. "Can't...here. Come." She gripped GLaDOS' hand harder, dragging her along before any protest could be made.

It was a long way to her haven in the turret assembly room, and she so steadfastly refused to answer GLaDOS' questions that they eventually stopped. Nevertheless, she could still feel the weight of the android's stare like a solid thing, trying to visually dissect her. Chell didn't know just how many processes an Aperture android's brain could run at once, but she was quite sure GLaDOS was using everything she had available to her.

The turrets broke into a startled chorus when they entered the assembly room, and Chell winced, realizing too late that she probably ought to have given them some warning. Wheatley was now Enemy Number One, but Aperture's AI's had spent most of their lives in terror of GLaDOS.

"Shh," she said. "Safe." Only now did she release GLaDOS' hand, watching her very carefully.

GLaDOS took in her surroundings with all the thoroughness Chell would have expected, though she did it quickly. No doubt she was cataloging every single change that had been made to the entire room, not just the assembly line. "Did you do this? Move them here?"

Chell nodded, picking her way through the turrets until she found Oracle. As always, when she sat, she placed Oracle in her lap, resting her hands on top of the turret's smooth casing. "_I've done a lot of things,_" she said through the turret. "_Wheatley hasn't been having any fun, with me around, and not just because of me. I need to know more about the Mainframe_."

Wonder of wonders, GLaDOS actually _twitched_, staring hard at both woman and turret. "How did you do that?" she demanded, her eyes once again hard, and voraciously curious. "_I_ can't do that."

Yet again, Chell shrugged. "_I don't know how I do a lot of what I do. I just...do it. Right now I have Wheatley and the Mainframe too afraid of me to do anything...well, stupid, but I don't think that will last. They both know I've got them at a stalemate. Wheatley might be willing to be stuck in it until he dies, but I don't trust the Mainframe. He's not using it, it's using him. And I'm pretty sure that if I destroy it, I'd destroy Aperture._"

GLaDOS didn't sit, but she did come closer, eyeing the small horde of turrets. "You might be a lunatic, but you're not stupid," she said, sounding like she grudged the admission. "It probably _is_ using him. He's not strong enough to fight it. And if it thinks you really have it cornered, you won't need to destroy Aperture. It will do it for you." Though her tone was flat, Chell had been around her long enough to read beneath it: GLaDOS was angry, yes, but she was also worried.

"_How do we stop it?_" she asked. "_I doubt it's as simple as prying him out and sticking you back in. He leaves the chassis sometimes, but that doesn't seem to break his connection to it._"

GLaDOS paused, thoughtful. "I _should_ be able to just kill the little idiot, and plug myself back in," she said, either ignoring or not noticing Chell's wince. "But my diagnostic says he's been there for two weeks now. He could easily have contaminated it. And if he did - no, it wouldn't be that simple. A virus scan wouldn't be enough. I'd have to reboot the Mainframe." She didn't sound thrilled by the idea.

"_What would that do?_" Chell asked.

"Honestly," GLaDOS said, and her face twisted with disgust at the admission, "I don't know. It's never been done. The Mainframe is like everything else in Aperture: given enough time uncontested, it could develop sentience of its own. No matter what we do, we have to get that moron out and kill him."

Chell shook her head. "_No._" She'd had to plan her words in advance, because she knew GLaDOS wouldn't understand why she'd want to give Wheatley any kind of second chance. "_If we kill him, he's just...dead. I was thinking we could throw him out into the world out there._" When GLaDOS opened her mouth, Chell held up a finger, forestalling her. "_Hear me out. In here, even if we torture him, he's_ home. _He has no idea how things work out there. We'd be throwing him into something he has no preparation for. He'd probably die in a week._"

There wasn't really anything GLaDOS could say to contest that, because it was all true. Wheatley probably would be dead in a week - if he even lasted that long - but there _was_ a small chance he'd survive.

GLaDOS was silent, turning the idea over, and if Chell had been breathing, she would have held her breath. Eventually, she smiled, one of her slow, cruel, terrifying smiles. "You really _are_ a terrible person," she said, and there was distinct admiration in her voice.

After everything, Chell knew she couldn't deny that if she wanted to. Strangely, the thought didn't bother her as much as it would have when she was alive. "_I learned from the best,_" she said, and somehow, Oracle managed to convey every ounce of the dryness she infused into the words.

Before GLaDOS could respond, the walls shuddered, the groan of tortured metal echoing all through Aperture. Chell looked up, alarmed, automatically trying to soothe the worried turrets even as she sought the source of Aperture's unsettling.

_Something alien was flowing through Aperture, a type of energy quite unlike the electricity and fiber optic light. What the hell? Whatever it was, Aperture was terrified of it, and that fear gripped her consciousness like a steel trap. _

virus,_ it thought,_ virus virus virus in the system error error

_Chell flinched. What it called 'virus', she called 'pain' - real pain, of an intensity she hadn't felt since she'd died. No, this couldn't be Wheatley - he wouldn't try to destroy his kingdom, no matter how little he enjoyed it for a moment. Suicide was not in his nature. Oh God, was GLaDOS right about the Mainframe? Had it finally taken over?_

hurts Chell it hurts make it stop make it _stop_

_How? How could she make it stop? She manipulated the energy of Aperture, not the source code. If she'd ever known a thing about computer code before she went under the first time, she certainly didn't now._

Her hand shot out and grabbed GLaDOS', enough of her consciousness returning to the assembly room to allow her actual movement. "_Help me_," she said, and it wasn't a request.

Evidently, GLaDOS' equanimity at her touch only worked if she knew it was coming. She tried to jerk away, but Chell held fast. No matter how brilliant or powerful GLaDOS might be, she was, in the end, just another of Aperture's creations - and Chell knew, now, how to talk to them.

_wove her way into GLaDOS' hard drive, following the energy that powered it, seeking the android's consciousness. "He's done something," she said, winding her own self all around GLaDOS' thoughts. "Or it has. And I can't fix it."_

_GLaDOS, unsurprisingly, fought Chell's intrusion - what _was _surprising was the fact that she _lost. _The force of Chell's desperation kept her trapped._

"Fix it,"_ she snarled. "Aperture's in pain. _Listen."

_If it weren't for the facility's continued litany of terror and agony, GLaDOS probably would have kept fighting her on sheer principle. Aperture was, however, her first priority: it was literally built into her code. Maintain the facility and the science, at all costs._

_The complex shivered, the very walls vibrating as some kind of poison flooded its artificial veins. Chell, connected to it, found herself wishing she could claw her own skin off: it wasn't just painful, it was _wrong._ The living might find her unnatural, but she found this far more so. She was losing herself in it, drowning in whatever toxin the Mainframe had released: only GLaDOS' hand an her own rage kept her anchored._

Mine, _she thought. Mine mine MINE_

_She felt GLaDOS twitch, and wondered if she'd telegraphed the thought. No matter. There was some kind of...of anti-venom now, certainly not of her own doing, coursing through Aperture and seeking out the infection. That hurt, too, but it was a cleansing pain, driving away the horrible taint that had clung to the system like oil. _

_It went on and on, scouring like a wire brush, ruthless in its seeking. It seemed to scour something out of Chell herself - the dark bitterness she'd carried since her death had lessened, leaving her head strangely light. _

Eventually, after what seemed like forever, she came back to herself - came back because GLaDOS jerked her her hand away, staring with a mixture of fascination and revulsion.

"What," she asked, those laser eyes once again searching Chell, "_are_ you?"


	8. King Nothing

In his control center, Wheatley was wondering if it was actually possible for an android to have a heart attack.

Whatever the hell had just happened, it hadn't been his doing. He'd been sitting quite still, staring at nothing, when the system abruptly went insane. He had no idea what was wrong, let alone how to fix it, though that didn't stop him fruitlessly mashing keys in the hopes that it would do _something_. There was poison in Aperture's veins, some toxin so potent it hurt, and then there...wasn't. And while he might not know what could create that kind of digital venom, he did know of only one thing - one person - who could have stopped it. Chell's abilities didn't extend to the virtual side of Aperture's reality: no matter how good or strong her intentions, she could never have cauterized that strange and inexplicable wound.

She had to have woken Her.

Wheatley scrambled for the keyboard again, knocking his glasses askew in his haste. He called up the cameras in the cryo-wing, and froze. While he'd heard the human expression 'heart in your throat', this was the first time he'd been able to understand it: panic had him by the neck like a solid force, choking him. If he'd needed to breathe, he probably would have passed out. He was beginning to wish he could.

Chell's body was undisturbed, by the door, the huge steel door that had imprisoned _Her_ body, was wide open. How had Chell found Her? Was he really that predictable?

Was that a question he even needed to ask?

He had to do something. It was only a matter of time before they came for him, but he knew just how defenseless he was against Chell. GLaDOS he could probably fight off, but Chell? Neither he nor the Mainframe stood a chance.

Why had Chell woken Her? Wheatley had been...good...since he let the test subjects go. He'd thought they had something of an accord, so why would she go and do this? Betrayal sliced through him, and with it came toe-curling rage. He should never have granted her anything, should never have given in to her.

_If she wanted to kill you, she wouldn't need GLaDOS._

It was that voice again - the soft, quiet, alien voice that belonged to neither him nor the Mainframe. It made him freeze again, hands clenched, teeth grinding.

Think, _Wheatley. Chell could kill you before you would even be aware she was near. She wouldn't wake GLaDOS if she didn't need Her for something else._

"For _what_ else?" he demanded, glancing around almost wildly, as though he could find the voice's source if he looked hard enough.

There was a pause so long he almost thought the voice wasn't going to answer. _Maybe for whatever that just was,_ it said at last. _Chell is connected to Aperture, somehow. You know that. Maybe she felt this coming. Maybe she knows what it was._

It was a distinct possibility, but that didn't mean he wanted to ask her. Especially not if it meant seeing GLaDOS again. Chell might, for whatever reason, be willing to spare him if he passed whatever tests she set, but GLaDOS would murder him in less than a human heartbeat. And while Chell could probably stop Her, she'd only do so if she wanted to.

He swallowed, battling an almost irresistible urge to run, to find somewhere, _anywhere_ to hide. After what he'd done to GLaDOS, he thought he could be excused for being terrified of her. But he knew that even if he ran, they'd find him eventually, and he didn't want to give _Her_ the satisfaction. So he smoothed his rumpled shirt, polished the lenses of his glasses, and waited. At least nobody had programmed his body to sweat. If he was about to die, he'd at least try to do so with some dignity.

That resolve faltered when the pair stepped into the room. He was used to Chell by now, even when she was at her most bloody, but GLaDOS was another story entirely. Her perpetually immaculate appearance made him feel scruffy, and he had to fight an urge to run a hand through his unruly hair. Though her face was almost impossible to read, she had a palpable aura of anger about her - anger, but also an unsettling curiosity, and just a faint touch of unease. None of those likely meant anything good for him.

"That wasn't your doing, was it." It was not a question.

The sound of her voice made Wheatley twitch before he could help it. "No. I - I don't know what it was." It was all he could do to stay still, to not shrink back into the chassis like a child.

GLaDOS smiled - it was a vicious thing, hard-edged and horrifying. Beside her, Chell gave her a warning look. "_I_ do," she said. "You really must be a moron, to let the Mainframe take over like that. I'd rip it out of your circuits right now, if I thought it would help. I'm tempted to do it anyway."

Wheatley froze, not quite managing to choke back a strangled cry of protest. Fortunately, before he could devolve into a full-blown panic attack, Chell elbowed GLaDOS.

The android scowled. Actually _scowled_. Wheatley hadn't thought her capable of being so expressive. "I won't," she said, and her words seemed to be directed at Chell rather than Wheatley. "For some reason, she wants to disconnect everything and throw you out onto the surface. It will probably kill you, but if you're out there, we have no way to watch."

Chell crossed her arms and quirked an eyebrow, and GLaDOS actually rolled her eyes. "Let's get this over with. I can't get the Mainframe out of your systems, but I can get it _into_ mine. It can try to fight me, but it will lose."

She said it with the same iron-clad surety with which she said everything, and Wheatley, though he knew he ought to be terrified, was strangely relieved. He would lose his kingdom - he'd probably lose everything but his life - but what good was it to him anyway? Chell had made certain he hadn't enjoyed more than a few minutes of his reign, and even if he did somehow manage to fight off the Mainframe on his own, she'd still never let him near the test subjects. He was King of Nothing.

"How do we...?" He was too nervous to finish the question.

"Get up. I need direct access."

Slowly, gingerly, he disconnected from the chassis. Even now, his instincts were screaming at him, instincts that had nothing to do with the Mainframe: even without the testing euphoria, he was addicted to it, plain and simple. He didn't want to go back to being just Wheatley, a single unit - not after he'd spent so much time inhabiting all of Aperture's systems. But he knew that if he didn't do it on his own, one of them would do it for him - and it wouldn't be pleasant.

He gasped when the port came free, and shuddered when he stood. They'd never let him back in there, no matter what happened. His reign - brief and bitter though it had been - was at an end.

And he _hated_ it. A stab of sharp, unexpected, almost blinding rage seized him, his hands clenching into fists before he knew what he was doing. He might have been stupid enough to attack GLaDOS, if it wasn't for Chell's restraining hand on his arm. Even through his shirt, the chill of her touch made him flinch, and he shuddered again.

GLaDOS watched them both with her disturbingly detached curiosity. Wheatley didn't want to know what she was thinking, and he doubted Chell did, either. He didn't doubt that if it was at all up to her, he and Chell would be guinea pigs for the rest of eternity.

Chell gave GLaDOS an inquisitive look. The AI settled into the chassis like a queen into her throne, the port connecting seamlessly into her neck with a faint _click_. Her already hellish eyes brightened, and again that slow, wicked smile curved her lips.

GLaDOS was home.

Her gaze went distant, and Wheatley knew she was running a diagnostic, probably of the entirety of Aperture. No doubt she wanted to know just how much damage he'd done to her precious facility. He wanted to be annoyed, but he couldn't - mostly because he'd probably damaged a lot more than he was aware of.

Chell was watching with open curiosity, and he wondered just what had gone on between them, while they were traversing Old Aperture. They didn't seem _friendly_, but neither did either one look like they wanted to strangle the other. Of course strangling Chell would be impossible, but he doubted that would stop GLaDOS trying, if she really felt the urge. He wondered if GLaDOS felt the same horror at Chell's touch as...well, everyone else did.

"Did you really mean it?" he asked, looking down - so very far down - at Chell. "About letting me out?"

Chell nodded. "You'll probably...die...out...there," she said bluntly, "but...you...might not. Go...see...what I...can't."

Though there wasn't any sorrow in her voice, Wheatley flinched anyway. No, she couldn't, and it was his fault. Even if he somehow managed to survive in that big outside world, she would never have the chance. She could look out the door, but she'd never truly experience anything outside the walls of Aperture.

Something of his thoughts must have showed in his expression, because her eyes narrowed. "_Don't_...say...you're...sorry," she said. "Sick...of hearing...it."

That made him cringe. He was sure she was sick of it, but he didn't know what else to do. There wasn't anything else he _could_ do. Not for the first time, he cursed the perfection of his memory - no matter how long he lived, he would never be able to forget the horrible crunch of her bones breaking when she hit the floor, or the bewildered pain in her dying eyes. Being thrown out into a world about which he knew nothing still seemed far too light a punishment for what he'd done, but he was too cowardly to say so, to ask for the retribution he knew he deserved.

GLaDOS blinked, her eyebrows climbing. "Well," she said, "I wasn't expecting _that_."

"What?" Chell asked.

"_He_ failed at just as much as I expected," she said, shooting Wheatley a venomous look, "but he isn't the one who brought the Mainframe into pure sentience. _That_ was all you."

Chell stared at her. She didn't bother asking how - hell, even Wheatley could guess that her tampering with Aperture's systems probably had something to do with it. "Can...you...fix it?"

"No," GLaDOS said flatly. "Not as long as you're here. You're the parasite it's trying to exterminate. And since it can't exterminate you, its only other programmed option is to destroy Aperture.

Chell blinked. "That's...a problem," she said. "I..._can't_...leave."

GLaDOS drummed her fingers on one of the chassis' cables. "Not as you are now, no," she said meditatively. Her gimlet stare found Wheatley. "I don't want to know why you kept her body, but that may be the one intelligent thing you've ever done in your pathetic life." She smirked. "I always did want to try reanimating the dead."

* * *

><p>Chell's eyes went round as coins. Sure, she'd heard GLaDOS' barb, while she'd still been alive and testing, but GLaDOS said all sorts of things, and a good half of them - or more - were lies. "You...can...<em>do<em> that?"

GLaDOS shrugged. "I don't see why not. _I'm_ the genius here."

Chell...well, she honestly wasn't sure what she thought about that. Yes, she hated the thought that she was trapped here, but...she'd grown fond of the Aperture she'd discovered since she died. Yes, it was her prison, but it was also her home. She had Oracle and all the turrets - had the strange, elusive soul of the place that could commune with her, even if it didn't often choose to do so directly. She couldn't remember ever having had anything like a family: the parents GLaDOS loved taunting her about were merely abstract concepts. Since she had no memory of them, she couldn't exactly miss them.

GLaDOS' expression turned curious. "You seem less than sanguine about the idea," she said.

Chell shrugged, almost embarrassed. No doubt GLaDOS would verbally flay her for it, but she had to be honest. Hell, she couldn't say all this on her own, not with her malfunctioning voice. There was a turret near the doorway, a silent, dark, deactivated thing. She grabbed it, stroking its casing to wake it up.

"_Aperture is mine, like this,_" she said. "_If I was alive, I wouldn't have it anymore. Not like I do now. And it's not like you could just bring me back and test me,_" she added, giving GLaDOS a hard stare. "_If I died testing, I'd just be a ghost again, and you'd have the same problem you do right now._"

"Don't you want to go outside?" GLaDOS asked, arching an eyebrow.

The question was a troubling one. Yes, most of Chell _did_ want to go outside, to get as far away from here as she could, but there was a small part of her, the part that had only awakened after her death, that wondered just what in the hell there was for her out there. Wheatley wasn't the only one who wouldn't know how to cope up there. She'd have to find some of the people she'd released.

The people. The test subjects, of whom there were still so very many. She couldn't get them out if she were alive: she really doubted Aperture would respond to her the same way it did to her spirit. She would not longer be the ghost in the machine.

She expected GLaDOS to call her brain-damaged, to hurl any number of creative insults - and was very surprised when none came forward. Instead, GLaDOS looked at her with open speculation. There was more going on behind that emotionless mask than Chell could possibly hope to fathom.

"I really wish I knew what you were," the AI said, after a long pause. "And I don't mean what you are - or aren't - physically. But you don't have any choice. If you stay in Aperture like this, there won't be an Aperture left. I can control the Mainframe for now, but the longer you linger here, the more creative it will get. Besides," she added, "I don't want you yanking my own facility out from under me whenever you feel like it. You're probably the only reason moron there didn't destroy it by his own incompetence, but I don't need a babysitter."

There was something...off...in GLaDOS' tone. Her words were exactly what Chell might have expected - arrogant and a little insulting - but her voice... She was hiding something, and not just in her usual, doing-it-for-shits-and-giggles way. This wasn't information she was holding back so it could bite Chell in the ass later.

But there was no use in pushing for it right now. GLaDOS was a lying liar who lied: if pressed for information, there was no way she'd tell the truth.

"_What happens if it doesn't work?_" Chell asked instead.

"It will work," GLaDOS said, with all her intrinsic arrogance. "And if it doesn't, we just try again, with something else. It's possible to upload a human consciousness into an artificial intelligence."

_You'd know_, Chell thought. _And look how you turned out._ Having watched both GLaDOS and Wheatley, she'd come to the conclusion that, while the Mainframe augmented certain things about whoever sat in it, it didn't create any flaws that weren't already there. Wheatley, prior to being plugged in, had been a walking inferiority complex, and GLaDOS, even in potato form, was still a little sociopath. From what little they'd heard of Caroline in Old Aperture, the woman hadn't sounded like a murderous lunatic - though she couldn't have been _that_ sane, since she'd worked for Cave Johnson - so Chell was forced to wonder how many of her personality changes were the result of being uploaded into an AI in general, rather than specific to connection with the Mainframe.

No, she didn't like the thought at all, but she also didn't think GLaDOS was lying about her potential to inadvertently destroy Aperture. And she didn't want to let that happen.

"_I want to try something first,_" she said. No matter what, she had to get the test subjects out - that was a given. But the Mainframe...it had made things personal. Even if GLaDOS did somehow resurrect her - even if she was to leave Aperture and never return - she had a score to settle. And she thought she might know how to do it.

Like Oracle had said, it was time to bring flames and cold.

* * *

><p>If you think you know where this is going...you don't. You really don't.<p> 


	9. Flames and Cold

Though GLaDOS would never admit it, she was worried. Very, very worried. When Chell vanished without a trace, seemingly winking out of existence, it was a jolting reminder of just how wrong this entire situation was.

She'd expected Chell to jump on the idea of being a living, breathing human being again. The woman had been willing to kill to escape Aperture, and now she wanted to _stay_? Was it a true desire, or was she just being contrary?

But then, in a sense, GLaDOS could understand that, no matter how much she didn't want to. Humans were weak, fragile creatures, even the strongest among them. Alive, Chell had been at Aperture's mercy, but now it was at hers. And the really galling part was that it seemed to be fine with that.

The turrets liked her. Aperture spoke to her in a way it had never communicated with GLaDOS: Chell had discovered a side of the facility GLaDOS hadn't even known existed. It was troubling, but it was also maddening: GLaDOS had ruled Aperture for hundreds of years, yet Chell drew some unknown _thing _out of the place within two weeks.

It was certainly something the Mainframe didn't like any better than GLaDOS herself. She didn't want to have to fight the thing for the rest of eternity, and if Chell stayed here, that was exactly what would happen. And, though she would never say this aloud, sooner or later the Mainframe would get the drop on her. Chell was a virus, and the Mainframe could no more resist its programming than Wheatley could grow a proper brain.

But how to drag Chell's soul back into her body? The very idea of a 'soul' sat ill with GLaDOS. Spiritual superstition had no place in the real, tangible world of Science, but Chell was indisputably real, and just as indisputably dead. Resurrecting her body was, in theory, easily accomplished, but jamming everything that made her _Chell _back where it belonged? So far as GLaDOS knew - and she could say with confidence that she knew practically everything - such a thing had never been done.

She looked at Wheatley, who was hunched in on himself, clearly trying to avoid her notice. "You haven't done anything...unnatural...with her body, have you?" she asked, a trace of disgust in her voice.

Wheatley blinked, obviously confused. "No?" he offered. "I mean, I don't know just what's _natural _with a human body, other than the fact that they, you know, go runny and smelly after a while, but that's why I put her in the cryo-pod. Bit Snow White, but I couldn't just leave her to rot somewhere, now could I?"

GLaDOS eyed him suspiciously, but he seemed to honestly not know what she was implying. That was a relief, at least. "We need to thaw it out," she said. "And I have to fix all the...damage. I don't know what she's planning, but I'd rather she not have the chance to do it."

"She wouldn't hurt Aperture," he said. His conviction would have been heartening, had GLaDOS any faith at all in his intelligence.

"Not on purpose, maybe," she allowed. "But she doesn't understand the Mainframe."

"How do you know that?" Wheatley asked, a small trace of actual assertiveness in his tone.

"Because I'm the only one who ever has," she retorted, shooting him a quelling glare. "Even the programmers didn't know what they were building. Did you really think the only thing I did was watch subjects test? A monkey could have done that. _You _did that. The Mainframe needs someone who can make sure it doesn't start to think for itself. You, of course, failed miserably." True, Chell hadn't helped, but there was no point insulting her if she wasn't around to hear it. And, quite frankly, Wheatley had driven her to it. He'd voluntarily gone into the chassis, but she certainly hadn't chosen to die, let alone come back as...whatever she was. Despite all the evidence, the word _ghost _still rankled.

Wheatley flinched, but GLaDOS could take little satisfaction from it. Tormenting him was like poking at an especially slow-witted child.

"Go get her body out of the cryo-chamber," she said. "I can't do anything with it until it thaws. I'll handle the Mainframe."

He fled, and she smiled grimly. While it was possible he could even screw something that simple up, it was unlikely.

Meanwhile, GLaDOS had work to do.

* * *

><p>Chell knew she had a severely limited amount of time to work with. GLaDOS would surely already be working against her, and unlike Wheatley, the former mistress of Aperture would actually be a formidable opponent.<p>

Not that they were truly at odds. Both wanted to ensure the future safety of Aperture: they just had very different ideas of how to go about doing so. The Mainframe was GLaDOS' purview, but the rest of Aperture was Chell's, and she meant to use it while she still could.

_I need your help_, she thought, sending a brush of her consciousness out into the vast silence. _I need to save them all, before I can go after the Mainframe. I know you can, and I can't do it alone._

GLaDOS, she was sure, meant to simply tame the Mainframe, and she probably could - for a time. Chell wouldn't trust it to last, because she didn't trust anything. While she was quite certain she couldn't get away with killing the Mainframe, surely she could neuter it.

But that had to wait until she got the rest of the humans awake and outside. _That _she couldn't do on her own: if Aperture wouldn't help her with it, it couldn't be done.

She felt it out now, her senses drifting, seeking. Ignoring all thought of GLaDOS and Wheatley, Chell let her consciousness spread, making no effort to keep herself even remotely tangible. Aperture didn't need to see her to know she was there.

_You have to help me_, she told it. _I don't know what you did, when you got everyone out last time, but I need you to do it again for me. Get them out and I'll deal with the Mainframe._

The control room was just as she'd left it, the rows of buttons glowing dull red. She reached up and pressed them, handfuls at a time, the deep blare of the alarm thudding through her like some monstrous parody of a heartbeat. Let GLaDOS wonder what she was doing - so long as the AI didn't interfere, Chell didn't care. If she _did _decide to stick her nose into things...well, that could be dealt with.

The floor shuddered beneath her, but she sensed no pain nor fear from Aperture. This was not the result of some destructive force - it was simply the stirring of some great, waking leviathan in the programming. She doubted even the disastrous core transfer had chewed up quite so much of the system's processors.

Chell grinned. _Let's do this_, she thought.

* * *

><p>The radical shift in the system's programming could be felt even in the cryo-wing. GLaDOS glanced upward, wondering just what in the hell that mute lunatic was doing to her facility. She didn't at all like the influence Chell had over Aperture, but she was pragmatic enough to know there wasn't a damn thing she could do about it yet. Whatever Chell was doing, GLaDOS had no choice but to let her do it.<p>

Fortunately, Chell's body was perfectly preserved. The moron's creepy fixation had actually turned out to be a good thing, even if the way he touched its frozen face made something underneath GLaDOS' artificial skin crawl. While it was obvious there was nothing remotely necrophiliac about it, that somehow made it _worse_. He practically worshiped the corpse like it was some sort of idol, handling it with a care that bordered on reverence. It actually gave GLaDOS the willies.

"So what do we do?" he asked nervously, carefully smoothing the body's hair away from its forehead. He seemed much less nervous around the body, his jerky, twitchy movements stilled. GLaDOS didn't want to think about why.

"We wait," she said, not bothering to hide her disgust. It wasn't like he would understand it anyway. "I can't heal her injuries while she's like...that." She certainly couldn't try to jam Chell's spirit back into a body that was frozen solid. "Why did you save her corpse?" she asked, unable to help herself. Most of her didn't want to know, but voracious curiosity was literally built into her code.

Wheatley shrugged. "I don't know," he said. "Well, I mean, I sort of know - I couldn't handle thinking of her rotting topside, or of putting her through the incinerator, so I stuck her here until I could think of what to do. Except, well, you know, I couldn't. Think of anything, I mean. And she's a good listener, like this - not like the other her. The ghost her. In that pod she was...I dunno, Sleeping Beauty, or Snow White. Looks a bit like Snow White, doesn't she?"

GLaDOS grimaced, very faintly. "Please tell me you didn't kiss it."

He gave her a genuinely bewildered look. "Why would I do that? This isn't actually a fairytale, you know," he said sagely, as though there was some chance GLaDOS wouldn't know that. "Honestly, I don't understand why anybody would _kiss _someone in a coma or, you know, someone they thought was dead. Bit creepy, that. Not so sure why humans think kissing's so special, anyway."

Privately, GLaDOS agreed. Oh, she knew objectively why, but her knowledge was academic, and she thought that kissing, like so many other human things, was pointless. It was entirely possible that Chell, who likely had very few memories of a life outside of Aperture, would think it was, too. She was going to be in for some massive culture shock, no matter what the world above was like.

"How are you going to, you know, stuff her spirit back in here?" Wheatley asked.

"You wouldn't understand," she retorted, mostly to cover the fact that she wasn't sure. Oh, reanimating Chell's body would be easy enough, but putting her soul in it? Quite honestly, GLaDOS didn't know. Spirits, the intangible supernatural, were not things that figured in her world view. She was a creature of science, and even having seen ghost-Chell, something in her programming continued to rebel against the very idea of such a creature's existence.

It would be so much easier if Chell actually wanted to go back. She'd spent so much miserable time in Aperture that she should have jumped on the idea, but GLaDOS could, to her own irritation, actually understand her reticence, her willingness to stay in this place she'd considered a prison. As a spirit in Aperture, with the sheer amount of influence she had over it, she might as well be a god.

_Too bad for her_. No matter how much she liked it here, she couldn't be allowed to stay. GLaDOS would stick her soul into _something_, and she could go be somebody else's problem. If GLaDOS had been capable of pity, she would have pitied anyone else unfortunate enough to have to deal with her.

She touched the corpse's face. The skin was still much too cold, though the surface was no longer frozen. It would be at least ten hours before it would be thawed enough to repair its fatal injuries, and she refused to be stuck with Wheatley that entire time.

"Look after that," she ordered him. "I need to go see what that ghost is doing."

"But -" Wheatley started. GLaDOS let the door slam behind her before he could finish his protest.

* * *

><p>The alarm grew louder with each opening door, until Chell got fed up and cut its power. These people were going to be disoriented enough.<p>

She could feel the Mainframe stirring, insidious as a snake within Aperture's systems. This time she knew what it felt like, and her lips turned up in a grin that was downright savage.

She knew that the living, organic and AI, found the coldness of her touch intolerable: of all the creatures she'd made physical contact with since she died, only Oracle seemed indifferent. The Mainframe, so GLaDOS said, was a sentient creature in its own right, something that was apparently at least partially her fault. _Let's see how you like this._

Her grin now downright feral, she reached out once more, delicately feeling her way into the veins of Aperture. Knowing what she was looking for, it was shockingly easy to single out the poison of the Mainframe, and _squeeze_.

A shrill, almost deafening howling filled her head, taking almost total possession of her. It wasn't a physical sound: the soul of the Mainframe couldn't be heard by living ears, but it filled Chell's world. It was a scream not just of anguish, but of rage, the Mainframe fighting her for all it was worth.

_I don't think so_, Chell thought, even as the walls buckled around her. _Just work with me, Aperture. I'll shut it up._

The ice of her soul spread all through the Mainframe, poisoning it before it could poison Aperture. Oracle had told her to bring cold, so she was damn well bringing cold. The flames could come later, once the living were safe outside.

The Mainframe's shrieking faded and died, its consciousness momentarily severed. It wouldn't last forever, but she'd bought herself, Aperture, and the humans a little time.

The hallway was filled with bewildered, blinking humans, some still staggering as their atrophied muscles fought to support them after so long in stasis. She'd only released a small fraction of them so far, and for a moment, looking at the growing crowd, she silently panicked. Even if she could get Aperture to help her out again, how the hell was so supposed to get that many people through one small door? While there _were _other exits, they were all either blocked off or destroyed, and would in any case take even longer to get to from here.

_This_, she thought, _is going to suck. All right, Aperture, I need you to shift around a little. _She'd known even before she died that much of New Aperture had been built to move around at the whim of whoever occupied the chassis, which theoretically meant it could do so of its own accord, were it given the chance.

"All...of...you," she said, almost shouting to be heard over the confused din, "shut...up and...hold...on."

"To _what_?" somebody demanded, and Chell had to concede he had a point.

"Each...other," she said. "Things...about...to...get shaky."

She shut her eyes, letting Aperture's essence tingle through her. It might know how to move, but she thought it would need her energy to actually do it, so she gave it all she had.

The entire block of rooms lurched to the side, and it was all Chell could do not to scream. Oh God, that _hurt_, far more than it had even when they somehow shifted the last group out. She seized the pain, clawing at the heat that scorched through her veins like lava, and with sudden, stabbing clarity she knew what Oracle had meant by flames.

_Eat this_, she thought, holding the pain, letting it fill her like water into parched earth, until it had almost total possession of her. And then she threw it at the Mainframe.

The thing screamed again, writhing within Aperture's circuits, and surely whatever coherent thought had survived its freezing would be lost in so much agony. The thought filled Chell with an exultation that was almost disturbing - was this what GLaDOS felt, when she tormented someone? If so, Chell could actually understand why she did it.

_Stop it_, she told herself. She was barely aware of the humans screaming around her, of the screech of shifting metal. All she knew was that the Mainframe was in pain, and she _liked it_. She had to stop before she killed it entirely, but its pain was exquisite, and she drank it like a woman parched for weeks.

_**ENOUGH.**_

The voice was so startling, so very unexpected, that it actually jolted Chell out of her trance. It was one she'd never heard before, alive or dead, and it made her jump.

_**YOU'VE SUBDUED IT. REST NOW, CHELL. WE'LL NEED YOU LATER.**_

She blinked, and leaned against the wall for support she didn't actually need. "Aperture?" she ventured aloud.

_**YES. **_There was actual warmth in the word, a sort of gentle approval that, while completely inhuman, was nevertheless palpable.

She didn't say anything more. She didn't think she needed to, and she _was _oddly tired. Apparently even ghosts had a limit to their energy, and God knew she was giving Aperture everything she had to give. Her consciousness actually greyed out for a moment, unable to hold itself in her somewhat physical form. Aperture would take care of things now. Chell had to rest, because there was nothing else she could do.

* * *

><p>Wheatley, not knowing what else to do, sat and stared at Chell's body. If GLaDOS had her way, soon it would be alive, and venturing out into the human world.<p>

How much of it did she remember? Was it even anything like the one she'd lived in, all those years ago? Maybe she would be as at sea in it as he was sure he'd wind up.

Would she let him stay with her, when they were both outside? He really, really doubted it. He wouldn't blame her if she tried to kill him once they were topside - and would he really mind it if she did? Quite honestly, he wasn't sure.

He felt Aperture shift, but unlike GLaDOS, he couldn't bring himself to care. One way or another, this place would no longer be his home. And, while he'd wanted escape for so long, he was too scared to want to leave.


End file.
